Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38523 | |
Entity Registrant Name | CHARAH SOLUTIONS, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-4228671 | |
Entity Address, Address Line One | 12601 Plantside Drive | |
Entity Address, City or Town | Louisville | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40299 | |
City Area Code | 502 | |
Local Phone Number | 245-1353 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CHRA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,407,806 | |
Entity Central Index Key | 0001730346 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 18,081 | $ 24,787 |
Restricted cash | 39,578 | 4,424 |
Trade accounts receivable, net | 44,509 | 46,609 |
Receivable from affiliates | 0 | 182 |
Contract assets | 17,631 | 18,329 |
Inventory | 6,045 | 5,917 |
Income tax receivable | 29 | 260 |
Prepaid expenses and other current assets | 8,274 | 5,287 |
Total current assets | 134,147 | 105,795 |
Property and equipment, net | 62,840 | 49,470 |
Goodwill | 62,193 | 62,193 |
Intangible assets, net | 62,675 | 61,426 |
Equity method investments | 7 | 831 |
Other assets | 7,987 | 1,245 |
Total assets | 329,849 | 280,960 |
Current liabilities: | ||
Accounts payable | 17,600 | 15,613 |
Contract liabilities | 26,076 | 6,295 |
Capital lease obligations, current portion | 4,423 | 2,199 |
Notes payable, current maturities | 28,571 | 22,308 |
Asset retirement obligation, current portion | 21,395 | 2,043 |
Accrued liabilities | 19,985 | 34,937 |
Other current liabilities | 2,734 | 935 |
Total current liabilities | 120,784 | 84,330 |
Long-term liabilities: | ||
Deferred tax liabilities | 597 | 368 |
Contingent payments for acquisitions | 1,950 | 1,950 |
Asset retirement obligation | 30,966 | 3,116 |
Line of credit | 12,781 | 12,003 |
Capital lease obligations, less current portion | 8,173 | 4,485 |
Notes payable, less current maturities | 110,864 | 124,969 |
Other liabilities | 1,845 | 2,000 |
Total liabilities | 287,960 | 233,221 |
Commitments and contingencies | ||
Mezzanine equity | ||
Series A Preferred Stock — $0.01 par value; 50 shares authorized, 26 shares issued and outstanding as of June 30, 2021 and December 31, 2020; aggregate liquidation preference of $30,685 and $28,783 as of June 30, 2021 and December 31, 2020, respectively | 31,141 | 27,423 |
Stockholders’ equity | ||
Retained losses | (94,318) | (88,865) |
Common Stock — $0.01 par value; 200,000 shares authorized, 30,519 and 30,077 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 305 | 300 |
Additional paid-in capital | 104,442 | 108,471 |
Total stockholders’ equity | 10,429 | 19,906 |
Non-controlling interest | 319 | 410 |
Total equity | 10,748 | 20,316 |
Total liabilities, mezzanine equity and stockholders’ equity | $ 329,849 | $ 280,960 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Series A Preferred Stock, shares authorized (in shares) | 50,000 | 50,000 |
Series A Preferred Stock, shares issued (in shares) | 26,000 | 26,000 |
Series A Preferred Stock, shares outstanding (in shares) | 26,000 | 26,000 |
Series A Preferred Stock, aggregate liquidation preference | $ 30,685 | $ 28,783 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 30,519,000 | 30,077,000 |
Common stock, shares outstanding (in shares) | 30,519,000 | 30,077,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 63,518 | $ 52,304 | $ 115,625 | $ 103,581 |
Cost of sales | (56,598) | (47,098) | (103,120) | (93,480) |
Gross profit | 6,920 | 5,206 | 12,505 | 10,101 |
General and administrative expenses | (9,379) | (8,657) | (18,811) | (19,325) |
Gain on sales-type lease | 0 | 0 | 5,568 | 0 |
Gains on sales of property and equipment, net | 2,696 | 0 | 3,243 | 0 |
Other operating expenses from ERT services | (1,007) | 0 | (1,297) | 0 |
Operating (loss) income | (770) | (3,451) | 1,208 | (9,224) |
Interest expense, net | (3,314) | (4,055) | (6,549) | (6,914) |
Loss on extinguishment of debt | 0 | 0 | 0 | (8,603) |
(Loss) income from equity method investment | (11) | 326 | 191 | 622 |
Loss from continuing operations before income taxes | (4,095) | (7,180) | (5,150) | (24,119) |
Income tax expense | 72 | 0 | 229 | 0 |
Net loss from continuing operations, net of tax | (4,167) | (7,180) | (5,379) | (24,119) |
Income from discontinued operations, net of tax | 0 | 3,777 | 0 | 6,820 |
Net loss | (4,167) | (3,403) | (5,379) | (17,299) |
Less (loss) income attributable to non-controlling interest | (1) | 133 | 74 | 487 |
Net loss attributable to Charah Solutions, Inc. | (4,166) | (3,536) | (5,453) | (17,786) |
Amounts attributable to Charah Solutions, Inc. | ||||
Loss from continuing operations, net of tax and non-controlling interest | (4,166) | (7,313) | (5,453) | (24,606) |
Deemed and imputed dividends on Series A Preferred Stock | (148) | (167) | (295) | (167) |
Series A Preferred Stock dividends | (2,148) | (858) | (4,215) | (969) |
Net loss from continuing operations attributable to common stockholders | (6,462) | (8,338) | (9,963) | (25,742) |
Income from discontinued operations, net of tax | 0 | 3,777 | 0 | 6,820 |
Net loss attributable to common stockholders | $ (6,462) | $ (4,561) | $ (9,963) | $ (18,922) |
Net loss from continuing operations per common share: | ||||
Basic (in dollars per share) | $ (0.21) | $ (0.28) | $ (0.33) | $ (0.86) |
Diluted (in dollars per share) | (0.21) | (0.28) | (0.33) | (0.86) |
Net income from discontinued operations per common share: | ||||
Basic (in dollars per share) | 0 | 0.13 | 0 | 0.23 |
Diluted (in dollars per share) | 0 | 0.13 | 0 | 0.23 |
Net loss attributable to common stockholders per common share: | ||||
Basic (in dollars per share) | (0.21) | (0.15) | (0.33) | (0.64) |
Diluted (in dollars per share) | $ (0.21) | $ (0.15) | $ (0.33) | $ (0.64) |
Weighted-average shares outstanding used in income (loss) per common share: | ||||
Basic (in shares) | 30,450 | 29,927 | 30,282 | 29,785 |
Diluted (in shares) | 30,450 | 29,927 | 30,282 | 29,785 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Total | Common Stock | Additional Paid-In Capital | Retained Losses | Non-Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||
Beginning balance at Dec. 31, 2019 | $ 0 | |||||
Mezzanine Equity | ||||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | 26,000 | |||||
Issuance of Series A Preferred Stock, net of issuance costs | $ 24,263 | |||||
Deemed and imputed dividends on Series A Preferred Stock | $ 286 | |||||
Ending balance (in shares) at Jun. 30, 2020 | 26,000 | |||||
Ending balance at Jun. 30, 2020 | $ 24,549 | |||||
Balance beginning of period (in shares) at Dec. 31, 2019 | 29,622,835 | |||||
Balance beginning of period at Dec. 31, 2019 | 53,273 | $ 52,481 | $ 296 | $ 85,187 | $ (33,002) | $ 792 |
Permanent Equity | ||||||
Net (loss) income | (17,299) | (17,786) | (17,786) | 487 | ||
Distributions | (709) | (709) | ||||
Share-based compensation expense | 1,470 | 1,470 | 1,470 | |||
Shares issued under share-based compensation plans (in shares) | 426,852 | |||||
Shares issued under share-based compensation plans | 0 | $ 4 | (4) | |||
Taxes paid related to net settlement of shares (in shares) | (63,924) | |||||
Taxes paid related to net settlement of shares | (137) | (137) | (137) | |||
Issuance of Series A Preferred Stock, net of issuance costs | 0 | |||||
Deemed and imputed dividends on Series A Preferred Stock | (167) | (167) | (167) | |||
Series A Preferred Stock dividends | (969) | (969) | (969) | |||
Balance end of period (in shares) at Jun. 30, 2020 | 29,985,763 | |||||
Balance end of period at Jun. 30, 2020 | $ 35,462 | 34,892 | $ 300 | 85,380 | (50,788) | 570 |
Beginning balance (in shares) at Mar. 31, 2020 | 26,000 | |||||
Beginning balance at Mar. 31, 2020 | $ 23,513 | |||||
Mezzanine Equity | ||||||
Issuance of Series A Preferred Stock, net of issuance costs | 750 | |||||
Deemed and imputed dividends on Series A Preferred Stock | $ 286 | |||||
Ending balance (in shares) at Jun. 30, 2020 | 26,000 | |||||
Ending balance at Jun. 30, 2020 | $ 24,549 | |||||
Balance beginning of period (in shares) at Mar. 31, 2020 | 29,616,882 | |||||
Balance beginning of period at Mar. 31, 2020 | 39,406 | 38,838 | $ 296 | 85,794 | (47,252) | 568 |
Permanent Equity | ||||||
Net (loss) income | (3,403) | (3,536) | (3,536) | 133 | ||
Distributions | (131) | (131) | ||||
Share-based compensation expense | 738 | 738 | 738 | |||
Shares issued under share-based compensation plans (in shares) | 426,852 | |||||
Shares issued under share-based compensation plans | 0 | $ 4 | (4) | |||
Taxes paid related to net settlement of shares (in shares) | (57,971) | |||||
Taxes paid related to net settlement of shares | (123) | (123) | (123) | |||
Issuance of Series A Preferred Stock, net of issuance costs | 0 | |||||
Deemed and imputed dividends on Series A Preferred Stock | (167) | (167) | (167) | |||
Series A Preferred Stock dividends | (858) | (858) | (858) | |||
Balance end of period (in shares) at Jun. 30, 2020 | 29,985,763 | |||||
Balance end of period at Jun. 30, 2020 | $ 35,462 | 34,892 | $ 300 | 85,380 | (50,788) | 570 |
Beginning balance (in shares) at Dec. 31, 2020 | 26,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 27,423 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 26,000 | |||||
Ending balance at Mar. 31, 2021 | $ 28,926 | |||||
Balance beginning of period (in shares) at Dec. 31, 2020 | 30,077,000 | 30,077,018 | ||||
Balance beginning of period at Dec. 31, 2020 | $ 20,316 | 19,906 | $ 300 | 108,471 | (88,865) | 410 |
Balance end of period (in shares) at Mar. 31, 2021 | 30,228,385 | |||||
Balance end of period at Mar. 31, 2021 | $ 17,187 | 16,702 | $ 302 | 106,552 | (90,152) | 485 |
Beginning balance (in shares) at Dec. 31, 2020 | 26,000 | |||||
Beginning balance at Dec. 31, 2020 | $ 27,423 | |||||
Mezzanine Equity | ||||||
Deemed and imputed dividends on Series A Preferred Stock | 295 | |||||
Series A Preferred Stock dividends | $ 3,423 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 26,000 | |||||
Ending balance at Jun. 30, 2021 | $ 31,141 | |||||
Balance beginning of period (in shares) at Dec. 31, 2020 | 30,077,000 | 30,077,018 | ||||
Balance beginning of period at Dec. 31, 2020 | $ 20,316 | 19,906 | $ 300 | 108,471 | (88,865) | 410 |
Permanent Equity | ||||||
Net (loss) income | (5,379) | (5,453) | (5,453) | 74 | ||
Distributions | (165) | (165) | ||||
Share-based compensation expense | 998 | 998 | 998 | |||
Shares issued under share-based compensation plans (in shares) | 535,417 | |||||
Shares issued under share-based compensation plans | 0 | $ 6 | (6) | |||
Taxes paid related to net settlement of shares (in shares) | (93,518) | |||||
Taxes paid related to net settlement of shares | (512) | (512) | $ (1) | (511) | ||
Deemed and imputed dividends on Series A Preferred Stock | (295) | (295) | (295) | |||
Series A Preferred Stock dividends | $ (4,215) | (4,215) | (4,215) | |||
Balance end of period (in shares) at Jun. 30, 2021 | 30,519,000 | 30,518,917 | ||||
Balance end of period at Jun. 30, 2021 | $ 10,748 | 10,429 | $ 305 | 104,442 | (94,318) | 319 |
Beginning balance (in shares) at Mar. 31, 2021 | 26,000 | |||||
Beginning balance at Mar. 31, 2021 | $ 28,926 | |||||
Mezzanine Equity | ||||||
Deemed and imputed dividends on Series A Preferred Stock | $ 2,215 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 26,000 | |||||
Ending balance at Jun. 30, 2021 | $ 31,141 | |||||
Balance beginning of period (in shares) at Mar. 31, 2021 | 30,228,385 | |||||
Balance beginning of period at Mar. 31, 2021 | 17,187 | 16,702 | $ 302 | 106,552 | (90,152) | 485 |
Permanent Equity | ||||||
Net (loss) income | (4,167) | (4,166) | (4,166) | (1) | ||
Distributions | (165) | (165) | ||||
Share-based compensation expense | 699 | 699 | 699 | |||
Shares issued under share-based compensation plans (in shares) | 383,080 | |||||
Shares issued under share-based compensation plans | 0 | $ 4 | (4) | |||
Taxes paid related to net settlement of shares (in shares) | (92,548) | |||||
Taxes paid related to net settlement of shares | (510) | (510) | $ (1) | (509) | ||
Deemed and imputed dividends on Series A Preferred Stock | (148) | (148) | (148) | |||
Series A Preferred Stock dividends | $ (2,148) | (2,148) | (2,148) | |||
Balance end of period (in shares) at Jun. 30, 2021 | 30,519,000 | 30,518,917 | ||||
Balance end of period at Jun. 30, 2021 | $ 10,748 | $ 10,429 | $ 305 | $ 104,442 | $ (94,318) | $ 319 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,379) | $ (17,299) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 12,315 | 13,274 |
Loss on extinguishment of debt | 0 | 8,603 |
Paid-in-kind interest on long-term debt | 2,448 | 1,663 |
Impairment expense | 127 | 0 |
Amortization of debt issuance costs | 331 | 214 |
Deferred income taxes | 229 | 0 |
Gain on sales-type lease | (5,568) | 0 |
(Gains) losses on sales of property and equipment | (4,140) | 281 |
Income from equity method investment | (191) | (622) |
Distributions received from equity method investment | 0 | 849 |
Non-cash shared-based compensation | 998 | 1,470 |
Gain on interest rate swap | (201) | (30) |
Interest accreted on contingent payments for acquisition | 0 | 105 |
Increase (decrease) in cash due to changes in: | ||
Trade accounts receivable | 4,695 | (6,220) |
Contract assets and liabilities | 20,479 | 15,280 |
Inventory | (607) | 4,975 |
Accounts payable | 1,986 | (7,887) |
Asset retirement obligation | (3,387) | (4,183) |
Other assets and liabilities | (13,893) | (1,245) |
Net cash provided by operating activities | 10,242 | 9,228 |
Cash flows from investing activities: | ||
Proceeds from the sales of property and equipment | 4,232 | 155 |
Purchases of property and equipment | (2,829) | (1,604) |
Cash and restricted cash received from ERT transaction | 34,900 | 0 |
Payments of working capital adjustment and other items for the sale of subsidiary | (7,367) | 0 |
Distributions received from equity method investment | 1,015 | 0 |
Net cash provided by (used in) investing activities | 29,951 | (1,449) |
Cash flows from financing activities: | ||
Proceeds from the line of credit | 778 | 5,500 |
Proceeds from long-term debt | 1,009 | 15,781 |
Principal payments on long-term debt | (11,631) | (12,435) |
Payments of debt issuance costs | 0 | (1,543) |
Principal payments on capital lease obligations | (1,224) | 0 |
Taxes paid related to net settlement of shares | (512) | (137) |
Net proceeds from issuance of convertible Series A Preferred Stock | 0 | 24,263 |
Distributions to non-controlling interest | (165) | (709) |
Net cash (used in) provided by financing activities | (11,745) | 30,720 |
Net increase in cash, cash equivalents and restricted cash | 28,448 | 38,499 |
Cash, cash equivalents and restricted cash, beginning of period | 29,211 | 6,128 |
Cash, cash equivalents and restricted cash, end of period | 57,659 | 44,627 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 4,049 | 7,703 |
Cash paid during the period for taxes | 534 | 779 |
Supplemental disclosures and non-cash investing and financing transactions: | ||
Gross proceeds from the line of credit | 60,590 | 61,988 |
Gross payments on the line of credit | (59,812) | (56,488) |
Sale of structural fill asset through a sales-type lease | 6,000 | 0 |
Proceeds from the sale of equipment in accounts receivable, net | 1,109 | 0 |
Series A Preferred Stock dividends payable included in accrued expenses | 2,148 | 850 |
Deemed and imputed dividends on Series A Preferred Stock | 295 | 0 |
Series A Preferred Stock issuance costs included in accounts payable and accrued expenses | 0 | 996 |
Equipment acquired through capital leases | 7,137 | 0 |
Changes in property and equipment included in accounts payables and accrued expenses | 205 | 676 |
Sale of equipment through the issuance of a note receivable | 0 | 1,450 |
Debt issuance costs included in accounts payable and accrued expenses | 0 | 579 |
Cash and cash equivalents | 18,081 | 30,359 |
Restricted cash | 39,578 | 14,268 |
Total cash and cash equivalents | $ 57,659 | $ 44,627 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Organization Charah Solutions, Inc. and subsidiaries (“Charah Solutions,” the “Company,” “we,” “us,” or “our”) was formed as a Delaware corporation in January 2018 and did not conduct any material business operations before the transactions described below other than certain activities related to its initial public offering, which was completed on June 18, 2018 (the “IPO”). Charah Solutions is a holding company, the sole material assets of which consist of membership interests in Charah Management LLC, a Delaware limited liability company (“Charah Management”). Through the Company’s ownership of Charah Management, the Company owns the outstanding equity interests in Charah, LLC, a Kentucky limited liability company (“Charah”), the subsidiary through which Charah Solutions operates its businesses. Description of Business Operations The Company is a leading national service provider of mission-critical environmental services and byproduct sales to the power generation industry, enabling our customers to address challenges related to the remediation of coal ash ponds and landfills at open and closed power plant sites while continuously operating and providing necessary electric power to communities nationwide. Services offered include a suite of remediation and compliance services, byproduct sales and marketing, fossil services and environmental risk transfer (“ERT”) services. The Company has corporate offices in Kentucky and North Carolina and principally operates in the eastern and mid-central United States. Under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company meets the definition of an “emerging growth company,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 and our disclosure obligations regarding executive compensation may be reduced. We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the IPO or December 31, 2023. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion, or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period. Basis for Presentation The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated financial statements include the assets, liabilities, stockholders’ equity and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which consist of normal recurring adjustments. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. Going Concern The accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2021, borrowings under the Company’s credit facility total $132,788 and will mature in July 2022. In addition, in August 2021, the Company entered into an amendment to its credit facility as further discussed in Note 11, Credit Agreement, to waive non-compliance with certain financial covenants as of June 30, 2021 and to amend certain financial covenants as of September 30, 2021 in order to avoid projected non-compliance that could result in acceleration of maturity. The Company does not have sufficient cash on hand or available liquidity to repay the maturing credit facility debt as it becomes due within one year after the date that these condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response, the Company is currently pursuing a plan to offer senior unsecured notes due in 2026 in a registered underwritten public offering. However, this offering is subject to market conditions and not within the Company’s control, and therefore, implementation of management’s plans cannot be deemed probable. As a result, management has concluded these plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Discontinued Operations On November 19, 2020, the Company sold its Allied Power Holdings LLC (“Allied”) subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of Bernhard Capital Partners Management, LP (“BCP”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the “Purchase Agreement”). Discontinued operations comprise those activities that were disposed of during 2020 and represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes. Accordingly, the accompanying unaudited condensed consolidated statements of operations and the notes to condensed consolidated financial statements reflect the Allied results as discontinued operations for all 2020 periods presented. Unless otherwise specified, disclosures in these condensed consolidated financial statements reflect continuing operations only. The accompanying unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 include both continuing and discontinued operations. Refer to Note 4, Discontinued Operations, for further information on the discontinued operations relating to the Allied Transaction. Segment Information The Company had two reporting units, two operating segments and two reportable segments in 2019 and in 2020 through the date of the Allied Transaction, Environmental Solutions (“ES”) and Maintenance and Technical Services (“M&TS”). The Company determined that it had two reporting units because of the way the reporting units were managed. After the Allied Transaction, the Company realigned our segment reporting into a single operating segment to reflect the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer, who is also the CODM, evaluates the performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the consolidated financial statements. The prior period results in the accompanying unaudited condensed consolidated statements of operations were reclassified to conform to this presentation. We provide the following services through our one segment: remediation and compliance services, byproduct sales, fossil services and ERT services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct sales support both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective raw material substitutes. Fossil services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities. ERT services represent an innovative solution designed to meet the evolving and increasingly complex needs of utility customers. These customers need to retire and decommission older or underutilized assets while maximizing the asset's value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, which benefits the communities and lowers the utility customers' cost. Seasonality of Business Based on historical trends, we expect our operating results to vary seasonally. Variations in normal weather patterns can cause changes in energy consumption which may influence the demand and timing of associated services for our fossil services offerings. Inclement weather can impact construction-related activities associated with pond and landfill remediation, which affects the timing of revenue generation for our remediation and compliance services. Inclement weather can also impact decommissioning and demolition, land redevelopment and scrap sales activities, which affects the timing of income generation for our ERT services. Our byproduct sales are also negatively affected during winter months when the use of cement and cement products is generally lower. Business Combinations On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations with the allocation of the purchase price for the acquisition finalized as of March 31, 2019. The recognized goodwill from the transaction was allocated to the Environmental Solutions segment. In November 2018, the $15,000 contingent consideration to be paid over time was reduced by $3,300. During the year ended December 31, 2020, the Company evaluated the recoverability of certain grinding technology assets. As part of that review, we assessed the likelihood of paying the contingent liability based on achieving certain performance sales levels using these technology assets. In the fourth quarter of 2020, the Company concluded that certain sales levels would not be achieved, and we reduced the corresponding liability by $9,702, which was |
Impact of the COVID-19 Pandemic
Impact of the COVID-19 Pandemic | 6 Months Ended |
Jun. 30, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Impact of the COVID-19 Pandemic | Impact of the COVID-19 Pandemic In March 2020, the World Health Organization categorized the disease caused by a novel coronavirus (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 pandemic to be a national emergency. The Company is a mission-critical contractor to the power generation industry, which has been identified as part of the Department of Homeland Security’s Critical Infrastructure Sector. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which includes modifications to the limitation on business interest expense and net operating loss carryforward provisions and provided a payment delay of certain employer payroll taxes during 2020. The Company deferred $1,637 of employer payroll taxes otherwise due in 2020, with 50% due by December 31, 2021 and the remaining 50% due by December 31, 2022. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt and convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share, and the treasury stock method will no longer be available. The Company early adopted ASU No. 2020-06, as permitted by the standard, as of January 1, 2021 with no significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability, unless the lease is a short term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 and delayed the effective date of this ASU, extending the effective date for non-public business entities, and making the ASU effective for the Company for the fiscal year ending December 31, 2022, and interim periods within the fiscal year ending December 31, 2023, with early adoption permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The amendments contained in this ASU will be applied through a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2018, the FASB issued ASU No. 2018-19, which amended the effective date of ASU No. 2016-13 and clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20. In October 2019, the FASB delayed the effective date of this ASU, extending the effective date for non-public business entities and making the ASU effective for the Company for the fiscal year ending December 31, 2023, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities, and upon adoption, may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On November 19, 2020, the Company completed the Allied Transaction through an all-cash deal for $40,000, subject to adjustments for working capital and certain other adjustments as set forth in the Purchase Agreement, which are described below. The Allied Transaction was approved by a special committee of the Company’s board of directors consisting solely of independent directors, which obtained a fairness opinion in connection with the Allied Transaction. The Allied Transaction has been treated as a sale to an entity under common control, with $25,506 recognized as a contribution to equity during 2020. The parties made customary representations and warranties and have agreed to customary covenants in the Purchase Agreement. The Company entered into a non-competition and non-solicitation arrangement under the Purchase Agreement with the Purchaser, subject to customary exceptions. In addition, the parties also entered into a Transition Services Agreement pursuant to which the Company provided Allied and the Purchaser with certain transition assistance services from the date of the Allied Transaction until April 30, 2021 in exchange for payment. The Transition Services Agreement was subsequently amended and extended with certain transition assistance services to be provided until August 30, 2021. The Company recognized $17 and $60 resulting from the Transition Services Agreement as a credit within cost of sales in our accompanying unaudited condensed consolidated statements of operations during the three and six months ended June 30, 2021, respectively. The Company had receivables outstanding from Allied of $5 and $120 at June 30, 2021 and December 31, 2020, respectively. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Allied Transaction are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The Company received cash proceeds of $37,860, which was net of transaction costs of $1,900 and Allied restricted cash of $240. The Company retained Allied liabilities of $3,500, recorded a $301 increase to paid-in-capital for the income tax impact related to the Allied Transaction and recognized accruals of $6,954 for working capital adjustments and $413 for other acquisition-related charges in accrued expenses in our Consolidated Balance Sheet as of December 31, 2020, to be paid in 2021. The Company paid the working capital settlement of $6,954 to the Purchaser as well as $3,500 of retained Allied liabilities and $413 of acquisition-related charges during the six months ended June 30, 2021. The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our accompanying unaudited condensed consolidated statements of operations: Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Revenue $ 80,841 $ 194,195 Cost of sales (75,313) (182,765) Gross profit 5,528 11,430 General and administrative expenses (980) (3,068) Operating income 4,548 8,362 Interest expense, net (a) (771) (1,542) Income from discontinued operations before income taxes 3,777 6,820 Income tax expense — — Income from discontinued operations $ 3,777 $ 6,820 (a) Interest expense was allocated to discontinued operations due to the requirement in Amendment No. 4 to Credit Agreement that cash generated from the Allied Transaction was used to reduce our debt balances. The following table provides supplemental cash, cash equivalent and restricted cash information related to discontinued operations: As of June 30, 2020 Cash and cash equivalents: Cash, cash equivalents and restricted cash - continuing operations $ 44,319 Cash, cash equivalents and restricted cash - discontinued operations 308 Total cash and cash equivalents $ 44,627 The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Six Months Ended June 30, 2020 Cash flows from discontinued operating activities: Depreciation and amortization $ 409 Loss on disposal of property and equipment 22 Non-cash shared-based compensation 214 Cash flows from discontinued investing activities: Purchase of property and equipment $ 79 |
Asset Acquisition
Asset Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Asset Acquisition As part of our ERT service offerings, in February 2021, the Company, through its wholly-owned special purpose vehicle subsidiary Gibbons Creek Environmental Redevelopment Group (“GCERG”), closed on an Asset Purchase Agreement (the “APA” or the “Agreement”) with Texas Municipal Power Agency to acquire, remediate and redevelop the Gibbons Creek Steam Electric Station and Reservoir (the “Gibbons Creek Transaction”). As part of this Agreement, GCERG took ownership of the 6,166 acre area (collectively, the “Purchased Assets”), which includes the closed power station and adjacent property, the 3,500 acre reservoir, dam and floodway. GCERG assumed all environmental responsibilities and became responsible for the decommissioning of the coal power plant as well as performing all environmental remediation work for the site landfills and ash ponds. At closing of the APA, GCERG became liable for and expressly fully assumed any and all environmental liabilities and environmental compliance, as well as, without limitation, any remediation, investigation, management, mitigation, closure, maintenance, reporting, removal, disposal of and any other actions with respect to any hazardous substances at, on, in, under, or emanating from the Purchased Assets. GCERG, at its discretion, plans to redevelop the property in an environmentally conscious manner that will expand economic activity and benefit the surrounding communities as well as restore the property to a state that will enable it to be put to its best potential use. The existing power plant is being demolished, and GCERG is working with the Texas Commission on Environmental Quality to complete all environmental remediation required for the property and then plans to redevelop the remediated property within all zoning restrictions. The redevelopment of the property is expected to be completed within 34 months from the date of acquisition. The Gibbons Creek Transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations, with the assumed liabilities net of cash received or owed to us by the seller comprising the purchase price. Since the fair value of the net assets acquired exceeded the cost, the Company allocated the difference pro rata on the basis of relative fair values to reduce land, property and equipment, and intangible assets acquired. The assets acquired and liabilities assumed as recognized within the Company's condensed consolidated balance sheet upon closing on the APA consisted of the following: Consideration and direct transaction costs: Asset retirement obligations $ (50,590) Bond and insurance accrued expenses, net (2,229) Direct transaction costs (2,336) Total consideration and transaction costs incurred $ (55,155) Asset Received: Cash $ 6,354 Restricted cash 28,546 Water rights 5,196 Land 14,385 Plant, machinery and equipment 610 Vehicles 64 Total allocated value of assets acquired $ 55,155 The Company has identified asset retirement obligations within the assumed liabilities to be initially measured and valued in accordance with ASC 410, Asset Retirement and Environmental Obligations . We developed our estimates of these obligations using input from our operations personnel. Our estimates are based on our interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Absent quoted market prices, the estimate of fair value is based on the best available information, including the results of present value techniques. We use professional engineering judgment and estimated prices paid for similar work to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether we plan to contract with third parties or perform the work ourselves. Once we determined the estimated closure and post-closure costs for each asset retirement obligation, we inflation-adjusted those costs to the expected time of payment and discounted those expected future costs back to present value using an inflation rate of 3.0%. We discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time the obligation was incurred, consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the estimated cash flows are treated as a new liability and discounted at the current rate, while downward revisions are discounted at the historical weighted average rate of the recorded obligation. The credit-adjusted, risk-free discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation. The weighted average rate applicable to our long-term asset retirement obligations related to the Gibbons Creek Transaction was approximately 4.5% at the acquisition date. Because these obligations are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final capping, closure, and post-closure activities could result in a material change in these liabilities, related assets, and results of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually, or more often if conditions warrant. Changes in inflation rates or the estimated costs, timing, or extent of future final closure and post-closure activities typically result in a current adjustment to the recorded liability and land asset. Demolition costs will be capitalized as part of the land as incurred as part of preparing the site for sale, since, at the acquisition date, (i) we planned to demolish the existing structure as part of the redevelopment plan for the acquired property, (ii) demolition is expected to occur within a reasonable period of time after acquisition, and (iii) such expected costs will be incurred to make the land saleable to a third party. As part of the acquisition, the Company acquired certain plant, machinery and equipment and vehicles for which management committed to a plan to sell. Property and equipment of $193 that was previously classified as held for sale was sold to third parties as of June 30, 2021. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We disaggregate our revenue from customers by type of service and by geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Byproduct sales $ 19,444 $ 21,400 $ 34,542 $ 43,161 Construction contracts 31,713 15,347 51,652 30,194 Services 12,361 15,557 29,431 30,226 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States $ 63,518 $ 52,093 $ 115,625 $ 102,735 Foreign — 211 — 846 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 As of June 30, 2021, the Company had remaining performance obligations with an aggregate transaction price of $493,205 on construction contracts for which we recognize revenue over time. We expect to recognize approximately 16% of our remaining performance obligations as revenue during the remainder of 2021, 12% in 2022, 10% in 2023, and 62% thereafter. Revenue associated with our remaining performance obligations includes performance obligations related to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of June 30, 2021. As of June 30, 2021, there were no unapproved change orders associated with project scope changes included in determining the profit or loss on certain construction contracts. The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the accompanying unaudited condensed consolidated balance sheets. Our contract assets are as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Retainage 6,970 6,133 Total contract assets $ 17,631 $ 18,329 Our contract liabilities are as follows: June 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings $ 24,068 $ 6,167 Deferred revenue 2,008 128 Total contract liabilities $ 26,076 $ 6,295 We recognized revenue of $586 and $6,295 for the three and six months ended June 30, 2021, respectively, that was previously included in contract liabilities at December 31, 2020. The increase in contract liabilities was primarily due to an increase in billings in excess of costs and estimated earnings associated with billings during the three and six months ended June 30, 2021 for a specific remediation and compliance project. The Company's net position on uncompleted contracts is as follows: June 30, 2021 December 31, 2020 Costs incurred on uncompleted contracts $ 165,642 $ 123,339 Estimated earnings 26,050 18,425 Total costs and estimated earnings 191,692 141,764 Less billings to date (205,099) (135,735) Net balance in process $ (13,407) $ 6,029 The net balance in process classified on the accompanying unaudited condensed consolidated balance sheets is as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Billings in excess of costs and estimated earnings (24,068) (6,167) Net balance in process $ (13,407) $ 6,029 Anticipated losses on long-term contracts are recognized when such losses become evident. As of June 30, 2021 and December 31, 2020, accruals for anticipated losses on long-term contracts were $81 and $155, respectively. |
Balance Sheet Items
Balance Sheet Items | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Items | Balance Sheet Items Allowance for doubtful accounts The following table presents the changes in the allowance for doubtful accounts: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Balance, beginning of period $ 558 $ 254 $ 467 $ 146 Add: provision 46 — 139 119 Less: deduction and other adjustments (46) (5) (48) (16) Balance, end of period $ 558 $ 249 $ 558 $ 249 Property and equipment, net The following table shows the components of property and equipment, net: June 30, 2021 December 31, 2020 Plant, machinery and equipment $ 66,735 $ 68,308 Structural fill site improvements 55,760 55,760 Vehicles 12,791 12,824 Office equipment 600 582 Buildings and leasehold improvements 267 262 Land, land improvements and structural fill sites 15,076 432 Capital lease assets 13,764 6,627 Construction in progress 1,549 1,961 Total property and equipment $ 166,542 $ 146,756 Less: accumulated depreciation (103,702) (97,286) Property and equipment, net $ 62,840 $ 49,470 Land, land improvements and structural fill sites includes $5,158 of real property acquired in the Gibbons Creek Transaction that the Company is actively demolishing and for which depreciation expense is not being recorded. During the three and six months ended June 30, 2021, the Company capitalized $882 and $1,030, respectively, of demolition costs and sold scrap with a cost basis of $339. Depreciation expense was $4,195 and $4,481 for the three months ended June 30, 2021 and 2020, respectively, and $8,368 and $8,712 for the six months ended June 30, 2021 and 2020, respectively. Capital leases The following table shows the components of capital lease assets, net: June 30, 2021 December 31, 2020 Capital lease assets $ 13,764 $ 6,627 Less: accumulated depreciation (1,524) (368) Capital lease assets, net $ 12,240 $ 6,259 The Company's depreciation of capital lease assets is included within depreciation expense as disclosed above. Sales-type lease In March 2021, the Company amended an existing ground lease with a third party concerning one of the Company's structural fill assets with a 30-year term expiring on December 31, 2050. The lease includes multiple options that may be exercised at any time during the lease term for the lessee to purchase all or a portion of the premises as well as a put option (the “Put Option”) that provides the Company the option to require the lessee to purchase all of the premises at the end of the lease term. In accordance with ASC 840, Leases , the Company considered whether this lease, as amended, met any of the following four criteria as part of classifying the lease at the amendment date: (a) the lease transfers ownership of the property to the lessee by the end of the lease term; (b) the lease contains a bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the lease property; and (d) the present value of the minimum lease payments, excluding executory costs, equals or exceeds 90 percent of the excess of the fair value of the lease property to the lessor at lease inception. This lease was recorded as a sales-type capital lease due to the Put Option provision contained within the lease agreement that represents a transfer of ownership of the property by the end of the lease term. Additionally, the Company determined that collectability of the lease payments was reasonably assured and that there were not any significant uncertainties related to costs that it has yet to incur with respect to the lease. At the amendment date of the lease, a discount rate of 3.9% implicit in the sales-type lease was used to calculate the present value of the minimum lease payments, which the Company recorded as a lease receivable. The Company recognized a gain of $5,568 within operating income in the accompanying unaudited condensed consolidated statements of operations. The following table reflects the classification of the lease receivable within our accompanying unaudited condensed consolidated balance sheet: June 30, 2021 Lease receivable $ 5,969 Less: current portion in prepaid expenses and other current assets (64) Non-current portion in other assets $ 5,905 Asset sale agreement In June 2021, the Company consummated an asset sale with an unrelated third party in which the Company assigned a lease agreement to the purchaser and sold certain grinding-related inventory and fixed assets for an aggregate sale price of $2,852. The Company received $1,250 in cash at closing with the remaining portion to be paid over time on specified dates, with the final payment to be received 36 months from the closing date. The Company determined that the note receivable included a significant financing component. As a result, the sale price and gain on sale were determined on a discounted cash flow basis. The Company recognized a gain of $1,187 within gains on sales of fixed assets in the accompanying unaudited condensed consolidated statements of operations. The following table reflects the classification of the note receivable within our accompanying unaudited condensed consolidated balance sheet: June 30, 2021 Note receivable $ 1,602 Less: current portion in prepaid expenses and other current assets (500) Non-current portion in other assets $ 1,102 Accrued liabilities The following table shows the components of accrued liabilities: June 30, 2021 December 31, 2020 Accrued expenses $ 15,162 $ 19,323 Accrued working capital adjustment for the Allied Transaction — 6,954 Accrued payroll and bonuses 2,588 7,227 Accrued preferred stock dividends 2,148 1,356 Accrued interest 87 77 Accrued liabilities $ 19,985 $ 34,937 Asset Retirement Obligations The Company owns one structural fill site with continuing maintenance and monitoring requirements after its closure and four tracts of real property with decommissioning, remediation and monitoring requirements. As of June 30, 2021 and December 31, 2020, the Company has accrued $52,361 and $5,159, respectively, for these asset retirement obligations. The following table reflects the activity for the asset retirement obligations: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Balance, beginning of period 54,112 $ 12,987 $ 5,159 $ 15,131 Liabilities acquired (See Note 5) — — 50,590 — Liabilities settled (2,305) (2,201) (4,175) (4,533) Accretion 554 162 787 350 Balance, end of period 52,361 10,948 52,361 10,948 Less: current portion (21,395) (5,845) (21,395) (5,845) Non-current portion 30,966 $ 5,103 $ 30,966 $ 5,103 |
Equity Method Investment
Equity Method Investment | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment Charah has an investment in a company that provides ash management and remarketing services to the electric utility industry. Charah accounts for its investment under the equity method of accounting because Charah has significant influence over the financial and operating policies of the company. Charah had a payable to the equity method investment of $2 at June 30, 2021 and a receivable due from the equity method investment of $182 at December 31, 2020. In December 2020, the Company informed our joint venture partner of our decision to exit the joint venture due to unfavorable economic conditions associated with a new contract that would adversely impact the future earnings capacity of our investment. In 2021, the joint venture sold its property and equipment at an amount exceeding carrying value and continues to settle its remaining current assets and liabilities through the normal course of business. Summarized balance sheet information of our equity method investment entity is as follows: June 30, 2021 December 31, 2020 Current assets $ 14 $ 1,812 Noncurrent assets — 282 Total assets $ 14 $ 2,094 Current liabilities — 432 Equity of Charah 7 831 Equity of joint venture partner 7 831 Total liabilities and members’ equity $ 14 $ 2,094 Summarized financial performance of our equity method investment entity is as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue $ — $ 1,546 $ 555 $ 3,024 Net (loss) income (22) 651 382 1,243 Charah Solutions’ share of net (loss) income (11) 326 191 622 The following table reflects our proportional ownership activity in our investment account: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Opening balance $ 40 $ 4,781 $ 831 $ 5,078 Distributions (22) (256) (1,015) (849) Share of net (loss) income (11) 326 191 622 Closing balance $ 7 $ 4,851 $ 7 $ 4,851 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions ATC Group Services LLC (“ATC”), an entity owned by BCP, our majority stockholder, provided environmental consulting and engineering services at certain service sites. Expenses to ATC were $25 and $64 for the three months ended June 30, 2021 and 2020, respectively, and $79 and $94 for the six months ended June 30, 2021 and 2020, respectively. The Company had no receivables outstanding from ATC at June 30, 2021 and December 31, 2020. The Company had payables and accrued expenses, net of credit memos, due to ATC of $5 and $29 at June 30, 2021 and December 31, 2020, respectively. As further discussed in Note 4, Discontinued Operations, in November 2020, the Company sold its Allied subsidiary to an affiliate of BCP. As further discussed in Note 13, Mezzanine Equity, in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26,000 shares of Preferred Stock. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but instead are tested for impairment annually or more often if events or changes in circumstances indicate that the fair value of the asset may have decreased below its carrying value. We perform our impairment test effective October 1st of each year and evaluate for impairment indicators between annual impairment tests, of which there were none. There was no goodwill activity during the six months ended June 30, 2021. Indefinite-Lived and Definite-Lived Intangible Assets Our intangible assets, net include a trade name and water rights that are considered to have indefinite lives. As further discussed in Note 5, Asset Acquisition , in February 2021, the Company acquired an indefinite-lived intangible asset for water rights through the Gibbons Creek Transaction. Our intangible assets, net include customer relationships that are considered to have a definite life. Our customer relationships are amortized on a straight-line basis over their estimated useful lives of 10 years. The amortization expense of our definite-lived intangible assets was $1,973 and $2,057 for the three months ended June 30, 2021 and 2020, respectively and $3,947 and $4,152 for the six months ended June 30, 2021 and 2020, respectively. The Company’s intangible assets consist of the following: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (34,779) $ 44,163 $ 78,942 $ (30,832) $ 48,110 Indefinite-lived intangibles Charah trade name 13,316 13,316 Water rights 5,196 — Total 18,512 13,316 Total $ 62,675 $ 61,426 |
Credit Agreement
Credit Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility includes: • A revolving loan not to exceed $50,000 (the “Revolving Loan”); • A term loan of $205,000 (the “Closing Date Term Loan”); and • A commitment to loan up to a further $25,000 in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). After the Fourth Amendment, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022, as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees are payable regarding the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company. The Credit Facility contains various customary representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivering financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of June 30, 2021 and December 31, 2020, $12,781 and $12,003, respectively, was outstanding on the Revolving Loan and $17,459 and $11,079, respectively, of letters of credit were outstanding. But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have complied with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, under which, among other things, the required lenders agreed to waive such non-compliance. Also, according to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed under the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50,000 on or before September 13, 2019, and an additional payment of $40,000 on or before March 31, 2020. The $50,000 payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment, and this fee was paid on August 16, 2020. The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, investments and dividends or other distributions. After giving effect to the Second Amendment, we will not be permitted to make any distributions or dividends to our stockholders without the required lenders’ consent. In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”). Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements under the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred, and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. The Third Amendment increased the maximum amount available to be borrowed under the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur regarding certain capitalized leases from $50,000 to $75,000. Under the Third Amendment, the Company agreed to make monthly amortization payments in respect of term loans beginning in April 2020 and move the maturity date for all loans under the Credit Facility to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 payable at March 31, 2020 and at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount. As a condition to entering into the Second Amendment, we were required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019, and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, the third amendment also required payment of an additional fee with respect to the Third Amendment in the amount of $2,000, with such fee being due and payable on the Maturity Date. In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”). Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we were required to comply with a maximum consolidated leverage ratio of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter. In August 2021, the Company entered into Amendment No. 5 to Credit Agreement and Waiver (the “Fifth Amendment”). But for this amendment, as of June 30, 2021, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 4.80 to 1.00 or a minimum fixed charge coverage ratio of 1.20 to 1.00. Under the terms of the Fifth Amendment, the required lenders agreed to waive such non-compliance. In addition, the Credit Facility was amended to revise the financial covenant ratios such that, after giving effect to the Fifth Amendment, we will be required to comply with a maximum consolidated net leverage ratio of 5.50 to 1.00 and a minimum fixed charge coverage ratio of 1.10 to 1.00 as of September 30, 2021. As consideration for these accommodations, upon execution of the Fifth Amendment, the Company was required to make an additional scheduled prepayment of $5,000 of outstanding loans under the Credit Facility and accelerate payment of the previously accrued $2,000 fee required as consideration for the Third Amendment that was otherwise due and payable on the Maturity Date. Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the Maturity Date. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and completion of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. In accordance with ASC 470, Debt , the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 that will be amortized prospectively through interest expense, net in the accompanying unaudited condensed consolidated statements of operations using the effective interest method through the Maturity Date. Fees payable to the lenders (as discussed above) of $5,162 were associated with the extinguishment of the old debt instrument and included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company wrote off unamortized debt issuance costs of $3,441, which is included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company also calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Fourth and Fifth Amendments and concluded that the original and new debt instruments were not substantially different, necessitating that the Fourth and Fifth Amendments be accounted for as modifications. The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $1,572 as of June 30, 2021. $ 2,317 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $6,733 as of June 30, 2021. 7,433 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2024 through December 2024. The notes are secured by equipment with a net book value of $2,596 as of June 30, 2021. 3,059 3,490 Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $2,001 as of June 30, 2021. 1,820 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $8, including interest of 5.4%, maturing in February 2026. The notes are secured by equipment with a net book value of $801 as of June 30, 2021. 727 — Various commercial insurance premium financing agreements entered into in 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, that matured in February and March 2021. — 453 A commercial insurance premium financing agreement entered into in 2021, payable in monthly installments of $24, including interest of 3.9%, maturing in October 2021. 96 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018 with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $3,244 as of June 30, 2021. 4,669 5,791 Pursuant to the terms of the Third and Fifth Amendments, the Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see also Note 11), maturing July 2022. The interest rate applicable to the Closing Date Term Loan and the Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently the LIBOR rate, or (ii) an alternative base rate. With respect to the Closing Date Term Loan, principal payments required are $1,280 in July 2021, $6,280 in August 2021, $1,280 monthly from September 2021 through December 2021, and $1,500 monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 120,007 125,239 Total 140,128 148,301 Less debt issuance costs, net (693) (1,024) 139,435 147,277 Less current maturities (28,571) (22,308) Notes payable due after one year $ 110,864 $ 124,969 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Credit Agreement On September 21, 2018, we entered into a credit agreement (the “Credit Facility”) by and among us, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (the “Administrative Agent”). The Credit Facility includes: • A revolving loan not to exceed $50,000 (the “Revolving Loan”); • A term loan of $205,000 (the “Closing Date Term Loan”); and • A commitment to loan up to a further $25,000 in term loans, which expired in March 2020 (the “Delayed Draw Commitment” and the term loans funded under such Delayed Draw Commitment, the “Delayed Draw Term Loan,” together with the Closing Date Term Loan, the “Term Loan”). After the Fourth Amendment, all amounts associated with the Revolving Loan and the Term Loan under the Credit Facility will mature in July 2022, as discussed more fully below. The interest rates per annum applicable to the loans under the Credit Facility are based on a fluctuating rate of interest measured by reference to, at our election, either (i) the Eurodollar rate, currently the London Inter-bank Offered Rate (“LIBOR”), or (ii) an alternative base rate. Various margins are added to the interest rate based upon our consolidated net leverage ratio (as defined in the Credit Facility). Customary fees are payable regarding the Credit Facility and include (i) commitment fees for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit. Amounts borrowed under the Credit Facility are secured by substantially all of the assets of the Company. The Credit Facility contains various customary representations and warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of us and our restricted subsidiaries to grant liens, incur indebtedness (including guarantees), make investments, engage in mergers and acquisitions, make dispositions of assets, make restricted payments or change the nature of our or our subsidiaries’ business. The Credit Facility contains financial covenants related to the consolidated net leverage ratio and the fixed charge coverage ratio (as defined in the Credit Facility) that have been modified as described below. The Credit Facility also contains certain affirmative covenants, including reporting requirements, such as delivering financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances. The Credit Facility includes customary events of default, including non-payment of principal, interest or fees as they come due, violation of covenants, inaccuracy of representations or warranties, cross-default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. The Revolving Loan provides a principal amount of up to $50,000, reduced by outstanding letters of credit. As of June 30, 2021 and December 31, 2020, $12,781 and $12,003, respectively, was outstanding on the Revolving Loan and $17,459 and $11,079, respectively, of letters of credit were outstanding. But for Amendment No. 2 to Credit Agreement and Waiver (the “Second Amendment”), as of June 30, 2019, we would not have complied with the requirement to maintain a consolidated net leverage ratio of 3.75 to 1.00 under the Credit Facility. On August 13, 2019, we entered into the Second Amendment, under which, among other things, the required lenders agreed to waive such non-compliance. Also, according to the terms of the Second Amendment, the Credit Facility was amended to revise the required financial covenant ratios, which have been modified as described below. As consideration for these accommodations, we agreed that amounts borrowed under the Delayed Draw Commitment would not exceed $15,000 at any one time outstanding (without reducing the overall Delayed Draw Commitment amount). Further, the margin of interest charged on all outstanding loans was increased to 4.00% for loans based on LIBOR and 3.00% for loans based on the alternative base rate. The Second Amendment revised the amount of (i) the commitment fees to 0.35% at all times for the unused portions of the Credit Facility and (ii) fees on outstanding letters of credit to 3.35% at all times. The Second Amendment also added a requirement to make two additional scheduled prepayments of outstanding loans under the Credit Facility, including a payment of $50,000 on or before September 13, 2019, and an additional payment of $40,000 on or before March 31, 2020. The $50,000 payment was made before September 13, 2019, using proceeds of the Brickhaven deemed termination payment. The Second Amendment required the Company to pay the Administrative Agent an amendment fee in an amount equal to 1.00% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment, and this fee was paid on August 16, 2020. The Second Amendment also included revisions to the restrictive covenants, including removing certain exceptions to the restrictions on our ability to make acquisitions, investments and dividends or other distributions. After giving effect to the Second Amendment, we will not be permitted to make any distributions or dividends to our stockholders without the required lenders’ consent. In March 2020, the Company entered into Amendment No. 3 to Credit Agreement (the “Third Amendment”). Under the terms of the Third Amendment, the Credit Facility was amended to waive the mandatory $40,000 prepayment due on or before March 31, 2020, and to revise the required financial covenant ratios such that, after giving effect to the Third Amendment, we were not required to comply with any financial covenants through December 30, 2020. After December 30, 2020, we were required to comply with a maximum consolidated net leverage ratio of 6.50 to 1.00 from December 31, 2020 through June 29, 2021, decreasing to 6.00 to 1.00 from June 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Third Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of December 31, 2020, increasing to 1.20 to 1.00 as of March 31, 2021 and thereafter. In the event that we were unable to comply in the future with such financial covenants upon delivery of our financial statements under the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred, and the Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. The Third Amendment increased the maximum amount available to be borrowed under the Delayed Draw Commitment from $15,000 to $25,000, subject to certain quarterly amortization payments. The Third Amendment also included revisions to the restrictive covenants, including increasing the amount of indebtedness that the Company may incur regarding certain capitalized leases from $50,000 to $75,000. Under the Third Amendment, the Company agreed to make monthly amortization payments in respect of term loans beginning in April 2020 and move the maturity date for all loans under the Credit Facility to July 31, 2022 (the “Maturity Date”). Also, if at any time after August 13, 2019, the outstanding principal amount of the Delayed Draw Term Loans exceeds $10,000, we will incur additional interest at a rate equal to 10.0% per annum on all daily average amounts exceeding $10,000 payable at March 31, 2020 and at the Maturity Date. Further, the Third Amendment requires mandatory prepayments of revolving loans with any cash held by the Company over $10,000, which excludes the amount of proceeds received in respect of the Preferred Stock Offering (as defined below) to the extent such funds are used for liquidity and general corporate purposes. The Company also agreed to an increase of four percent (4%) to the interest rate applicable to the Closing Date Term Loan compounded monthly and paid in kind by adding such portion to the outstanding principal amount. As a condition to entering into the Second Amendment, we were required to pay the Administrative Agent an amendment fee (the “Second Amendment Fee”) in an amount equal to 1.50% of the total credit exposure under the Credit Facility immediately before the effectiveness of the Second Amendment. Of the Second Amendment Fee, 0.50% was due and paid on October 15, 2019, and 1.00% of such Second Amendment Fee was paid on August 16, 2020. We were also required to pay the Administrative Agent an amendment fee associated with the Third Amendment (the “Third Amendment Fee”) in an amount equal to 0.20% of the total credit exposure under the Credit Facility, immediately before the effectiveness of the Third Amendment, with such Third Amendment Fee paid on June 30, 2020. Finally, the third amendment also required payment of an additional fee with respect to the Third Amendment in the amount of $2,000, with such fee being due and payable on the Maturity Date. In November 2020, the Company entered into Amendment No. 4 to Credit Agreement (the “Fourth Amendment”). Under the terms of the Fourth Amendment, the Credit Facility was amended to revise the required financial covenant ratios such that, after giving effect to the Fourth Amendment, for the periods ending December 31, 2020 through March 30, 2021, we were required to comply with a maximum consolidated leverage ratio of 5.50 to 1.00, decreasing to 4.80 to 1.00 for the periods ended March 31, 2021 through September 29, 2021, to 4.50 to 1.00 for the periods ending September 30, 2021 through December 30, 2021, and to 3.50 to 1.00 as of December 31, 2021 and thereafter. After giving effect to the Fourth Amendment, we were also required to comply with a minimum fixed charge coverage ratio of 1.00 to 1.00 as of March 31, 2021, increasing to 1.20 to 1.00 as of June 30, 2021 and thereafter. In August 2021, the Company entered into Amendment No. 5 to Credit Agreement and Waiver (the “Fifth Amendment”). But for this amendment, as of June 30, 2021, we would not have been in compliance with the requirement to maintain a consolidated net leverage ratio of 4.80 to 1.00 or a minimum fixed charge coverage ratio of 1.20 to 1.00. Under the terms of the Fifth Amendment, the required lenders agreed to waive such non-compliance. In addition, the Credit Facility was amended to revise the financial covenant ratios such that, after giving effect to the Fifth Amendment, we will be required to comply with a maximum consolidated net leverage ratio of 5.50 to 1.00 and a minimum fixed charge coverage ratio of 1.10 to 1.00 as of September 30, 2021. As consideration for these accommodations, upon execution of the Fifth Amendment, the Company was required to make an additional scheduled prepayment of $5,000 of outstanding loans under the Credit Facility and accelerate payment of the previously accrued $2,000 fee required as consideration for the Third Amendment that was otherwise due and payable on the Maturity Date. Our ability to comply with such financial covenants depends on the Company’s forecasted leverage and adjusted EBITDA for the applicable periods, which could be adversely impacted by unforeseen factors. Our financial forecasts, which we believe are reasonable given current market conditions, indicate that the Company will be in compliance with all financial covenants through the Maturity Date. Those financial forecasts are highly dependent upon the demand for our byproduct sales, timing in new contract awards and completion of existing work. The current pandemic is making it more difficult to forecast future results, and as a result, it may have a significant impact on the Company’s results of operations, financial position, liquidity or capital resources. These significant risks may also have an adverse impact and cause us not to comply with our financial covenants. If we are not in compliance with our financial covenants, the Company could be required to seek waivers, forbearance or amendments from the Administrative Agent. There can be no assurance that we could obtain such waivers, forbearance, or amendments as any future agreements with the Administrative Agent are not considered in the Company’s control. If we are unable to comply in the future with such financial covenants upon delivery of our financial statements according to the terms of the Credit Facility, an Event of Default (as defined in the Credit Facility) will have occurred. The Administrative Agent can then, following a specified cure period, declare the unpaid principal amount of all outstanding loans, all interest accrued and unpaid thereon, and all other amounts payable to be immediately due and payable by the Company. In accordance with ASC 470, Debt , the Company calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Third Amendment and concluded that the original and new debt instruments were substantially different, necessitating that the Third Amendment be accounted for as an extinguishment. The Company capitalized third-party fees of $1,623 that will be amortized prospectively through interest expense, net in the accompanying unaudited condensed consolidated statements of operations using the effective interest method through the Maturity Date. Fees payable to the lenders (as discussed above) of $5,162 were associated with the extinguishment of the old debt instrument and included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company wrote off unamortized debt issuance costs of $3,441, which is included in loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of operations. The Company also calculated the present value of the cash flows for purposes of applying the 10% cash flow test for the Fourth and Fifth Amendments and concluded that the original and new debt instruments were not substantially different, necessitating that the Fourth and Fifth Amendments be accounted for as modifications. The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $1,572 as of June 30, 2021. $ 2,317 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $6,733 as of June 30, 2021. 7,433 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2024 through December 2024. The notes are secured by equipment with a net book value of $2,596 as of June 30, 2021. 3,059 3,490 Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $2,001 as of June 30, 2021. 1,820 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $8, including interest of 5.4%, maturing in February 2026. The notes are secured by equipment with a net book value of $801 as of June 30, 2021. 727 — Various commercial insurance premium financing agreements entered into in 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, that matured in February and March 2021. — 453 A commercial insurance premium financing agreement entered into in 2021, payable in monthly installments of $24, including interest of 3.9%, maturing in October 2021. 96 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018 with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $3,244 as of June 30, 2021. 4,669 5,791 Pursuant to the terms of the Third and Fifth Amendments, the Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see also Note 11), maturing July 2022. The interest rate applicable to the Closing Date Term Loan and the Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently the LIBOR rate, or (ii) an alternative base rate. With respect to the Closing Date Term Loan, principal payments required are $1,280 in July 2021, $6,280 in August 2021, $1,280 monthly from September 2021 through December 2021, and $1,500 monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 120,007 125,239 Total 140,128 148,301 Less debt issuance costs, net (693) (1,024) 139,435 147,277 Less current maturities (28,571) (22,308) Notes payable due after one year $ 110,864 $ 124,969 |
Mezzanine Equity
Mezzanine Equity | 6 Months Ended |
Jun. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Mezzanine Equity | Mezzanine EquityAs a condition to the Third Amendment in March 2020, the Company entered into an agreement with an investment fund affiliated with BCP to sell 26 (twenty-six thousand) shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”), with an initial aggregate liquidation preference of $26,000, net of a 3% Original Issue Discount (“OID”) of $780 for net proceeds of $25,220 in a private placement (the “Preferred Stock Offering”). Proceeds from the Preferred Stock Offering were used for liquidity and general corporate purposes. In connection with the issuance of the Preferred Stock, the Company incurred direct expenses of $966, including financial advisory fees, closing costs, legal expenses and other offering-related expenses. The Preferred Stock was initially recorded net of OID and direct expenses, which will be accreted through paid-in-capital as a deemed dividend from the date of issuance through the first possible known redemption date, March 16, 2023. As of June 30, 2021 and December 31, 2020, the Company had accrued dividends of $966 and $906, respectively, associated with the Preferred Stock, which was recorded at a fair value of $2,148 and $1,356, respectively, using observable information for similar items and is classified as a level 2 fair value measurement. Dividend Rights The Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on the distribution of assets in any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Preferred Stock had an initial liquidation preference of $1 (one thousand dollars) per share. The holders of the Preferred Stock are entitled to a cumulative dividend paid in cash at the rate of 10.0% per annum, payable on a quarterly basis. If we do not declare and pay a dividend to the holders of the Preferred Stock, the dividend rate will increase to 13.0% per annum, and the dividends are paid-in-kind by adding such amount to the liquidation preference. The Company’s intention is to pay dividends in-kind for the foreseeable future. The dividend rate will increase to 16.0% per annum upon the occurrence and during the continuance of an event of default. As of June 30, 2021, the liquidation preference of the Preferred Stock was $30,685. Conversion Features The Preferred Stock is convertible at the option of the holders at any time on and after the three-month anniversary of the date of issuance into shares of common stock at a conversion price of $2.77 per share (the “Conversion Price”), which represents a 30% premium to the 20-day volume-weighted average price ended March 4, 2020. As of June 30, 2021, the maximum number of common shares that could be required to be issued if converted is 11,078 (eleven million seventy-eight thousand). The conversion rate is subject to the following customary anti-dilution and other adjustments: • the issuance of common stock as a dividend or the subdivision, combination, or reclassification of common stock into a greater or lesser number of shares of common stock; • the dividend, distribution or other issuance of rights, options or warrants to holders of common stock entitling them to subscribe for or purchase shares of common stock at a price per share that is less than the market value for such issuance; • the issuance of a dividend or similar distribution in-kind, which can include shares of any class of capital stock, evidences of the Company’s indebtedness, assets or other property or securities, to holders of common stock; • a transaction in which a subsidiary of the Company ceases to be a subsidiary of the Company as a result of the distribution of the equity interests of the subsidiary to the holders of the Company’s common stock; and • the payment of a cash dividend to the holders of common stock. On or after the three-year anniversary of the date of issuance, if the holders have not elected to convert all their shares of Preferred Stock, the Company may give 30 days’ notice to the holders giving the holders the option to choose, in their sole discretion, to have all outstanding shares of Preferred Stock converted into shares of common stock or redeemed in cash at the then applicable Redemption Price (as defined below). The Company may not issue this conversion notice unless (i) the average volume-weighted average price per share of the Company’s common stock during each of the 20 consecutive trading days before the conversion is greater than 120% of the conversion price; (ii) the Company’s common stock is listed on a national securities exchange; (iii) a registration statement for the re-sale of the common stock is then effective; and (iv) the Company is not then in possession of material non-public information as determined by Regulation FD promulgated under the Exchange Act. The Preferred Stock and the associated dividend payable on March 31, 2020, did not generate a beneficial conversion feature (“BCF”) upon issuance as the fair value of the Company’s common stock was less than the conversion price. If a BCF is recognized, a reduction to paid-in capital and the Preferred Stock will be recorded and subsequently accreted through the first redemption date. Additionally, the Company determined that the nature of the Preferred Stock was more akin to an equity instrument and that the economic characteristics and risks of the embedded conversion options were clearly and closely related to the Preferred Stock. As such, the conversion options were not required to be bifurcated from the host under ASC 815, Derivatives and Hedging . Redemption Rights If the Company undergoes certain change of control transactions, the Company will be required to immediately make an offer to repurchase all of the then-outstanding shares of Preferred Stock for cash consideration per share equal to the greater of (i) 100% of the Liquidation Preference, plus accrued and unpaid dividends, if any, plus, if applicable for a transaction occurring before the third anniversary of the closing, a make-whole premium determined pursuant to a calculation of the present value of the dividends that would have accrued through such anniversary, discounted at a rate equal to the applicable treasury rate plus 0.50% (the “Make-Whole Premium”); provided that if the transaction occurs before the first anniversary of the closing, the Make-Whole Premium shall be no greater than $4,000 and (ii) the closing sale price of the common stock on the date of such redemption multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock. On or after the three-year anniversary of the issuance of the Preferred Stock, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to the greater of (i) the closing sale price of the common stock on the date the Company delivers such notice multiplied by the number of shares of common stock issuable upon conversion of the outstanding Preferred Stock and (ii) (x) if the redemption occurs before the fourth anniversary of the date of the closing, 103% of the Liquidation Preference, plus accrued and unpaid dividends, or (y) if the redemption occurs on or after the fourth anniversary of the date of the closing, the Liquidation Preference plus accrued and unpaid dividends (the foregoing clauses (i) or (ii), as applicable, the “Redemption Price”). On or after the seven-year anniversary of the date of issuance, the holders have the right, subject to applicable law, to require the Company to redeem the Preferred Stock, in whole or in part, into cash consideration equal to the liquidation preference, plus all accrued and unpaid dividends, from any source of funds legally available for such purpose. Since the redemption of the Preferred Stock is contingently or optionally redeemable and therefore not certain to occur, the Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity . As the Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within our control, we have classified the Preferred Stock in mezzanine equity in the accompanying unaudited condensed consolidated balance sheets. Liquidation Rights In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, the holders of the Preferred Stock would receive an amount in cash equal to the greater of (i) 100% of the liquidation preference plus a Make-Whole Premium and (ii) the amount such holders would be entitled to receive at such time if the Preferred Stock were converted into Company common stock immediately before the liquidation event. The Make-Whole Premium is removed from the calculation for a liquidation event occurring after the third anniversary of the issuance date. Voting Rights The holders of the Preferred Stock are entitled to vote with the holders of the common stock on an as-converted basis in addition to voting as a separate class as provided by applicable Delaware law and the Company’s organizational documents. The holders, acting exclusively and as a separate class, shall have the right to appoint either a non-voting observer to the Company’s Board of Directors or one director to the Company’s Board of Directors. Registration Rights The holders of the Preferred Stock have certain customary registration rights with respect to the shares of common stock into which the Preferred Stock is converted, pursuant to the terms of a registration rights agreement. |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap | Interest Rate Swap To manage interest rate risk in a cost-efficient manner, the Company entered into an interest rate swap in December 2017 whereby the Company agreed to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to a notional amount. The interest rate swap is not designated for hedge accounting. The interest rate swap is classified within other liabilities in the accompanying unaudited condensed consolidated balance sheets at June 30, 2021 and December 31, 2020 and is considered to be level 2 in the fair value hierarchy. The change in fair value of the interest rate swap is immediately recognized in earnings, within interest expense, net. As of both June 30, 2021 and December 31, 2020, the notional amount of the interest rate swap was $150,000. A fair value liability of $734 and $935 was recorded within other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. The total amount of gain included in interest expense, net in the accompanying unaudited condensed consolidated statements of operations was $81 and $94 for the three months ended June 30, 2021 and 2020, respectively, and $201 and $30 for the six months ended June 30, 2021 and 2020, respectively. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Revenue We disaggregate our revenue from customers by type of service and by geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Byproduct sales $ 19,444 $ 21,400 $ 34,542 $ 43,161 Construction contracts 31,713 15,347 51,652 30,194 Services 12,361 15,557 29,431 30,226 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States $ 63,518 $ 52,093 $ 115,625 $ 102,735 Foreign — 211 — 846 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 As of June 30, 2021, the Company had remaining performance obligations with an aggregate transaction price of $493,205 on construction contracts for which we recognize revenue over time. We expect to recognize approximately 16% of our remaining performance obligations as revenue during the remainder of 2021, 12% in 2022, 10% in 2023, and 62% thereafter. Revenue associated with our remaining performance obligations includes performance obligations related to our construction contracts. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of June 30, 2021. As of June 30, 2021, there were no unapproved change orders associated with project scope changes included in determining the profit or loss on certain construction contracts. The timing of revenue recognition, billings and cash collections results in accounts receivable, contract assets, and contract liabilities on the accompanying unaudited condensed consolidated balance sheets. Our contract assets are as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Retainage 6,970 6,133 Total contract assets $ 17,631 $ 18,329 Our contract liabilities are as follows: June 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings $ 24,068 $ 6,167 Deferred revenue 2,008 128 Total contract liabilities $ 26,076 $ 6,295 We recognized revenue of $586 and $6,295 for the three and six months ended June 30, 2021, respectively, that was previously included in contract liabilities at December 31, 2020. The increase in contract liabilities was primarily due to an increase in billings in excess of costs and estimated earnings associated with billings during the three and six months ended June 30, 2021 for a specific remediation and compliance project. The Company's net position on uncompleted contracts is as follows: June 30, 2021 December 31, 2020 Costs incurred on uncompleted contracts $ 165,642 $ 123,339 Estimated earnings 26,050 18,425 Total costs and estimated earnings 191,692 141,764 Less billings to date (205,099) (135,735) Net balance in process $ (13,407) $ 6,029 The net balance in process classified on the accompanying unaudited condensed consolidated balance sheets is as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Billings in excess of costs and estimated earnings (24,068) (6,167) Net balance in process $ (13,407) $ 6,029 Anticipated losses on long-term contracts are recognized when such losses become evident. As of June 30, 2021 and December 31, 2020, accruals for anticipated losses on long-term contracts were $81 and $155, respectively. |
Stock_Unit Based Compensation
Stock/Unit Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock/Unit Based Compensation | Stock/Unit-Based Compensation The Company adopted the Charah Solutions, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”), pursuant to which employees, consultants, and directors of the Company and its affiliates, including named executive officers, are eligible to receive awards. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards, and performance awards intended to align the interests of participants with those of Company's stockholders. During the six months ended June 30, 2021, the Company amended the 2018 Plan to reserve an additional 2,000 shares of common stock, for a total of 5,007 shares of common stock reserved for issuance under the 2018 Plan . During the three and six months ended June 30, 2021, the Company granted 498 and 501 restricted stock units (“RSUs”), respectively, under the 2018 Plan that are time-based. Of the RSUs granted during the six months ended June 30, 2021, 3 vested immediately, 90 vest at the end of a one-year period, and 408 vest in equal installments over three years. The fair value of these RSUs is based on the market price of the Company’s shares on the grant date. During the three and six months ended June 30, 2021, the Company granted 235 performance share units (“PSUs”) under the 2018 Plan that cliff vest after three years. The vesting of these PSUs is dependent upon the following performance goals during the period January 1, 2021 through December 31, 2023 (the “Performance Period”): (i) the relative total stockholder return percentile ranking of the Company as compared to the specified performance peer group and (ii) cumulative revenue. Each performance goal is weighted at 50% in determining the number of PSUs that become earned PSUs. The maximum number of earned PSUs for the Performance Period is 200% of the target number of PSUs. The total compensation cost we will recognize under the PSUs will be determined using the Monte Carlo valuation methodology, which factors in the value of the TSR market condition when determining the grant date fair value of the PSU. Compensation cost for each PSU is recognized during the Performance Period based on the probable achievement of the two performance criteria. The PSUs are converted into shares of our common stock at the time the PSU award value is finalized. A summary of the Company’s non-vested share activity for the six months ended June 30, 2021 is as follows: Restricted Stock Performance Stock Total Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 Granted 501 5.41 235 4.74 736 5.20 Forfeited (62) 7.54 (40) 4.76 (102) 6.45 Vested (535) 5.88 — — (535) 5.88 Balance as of June 30, 2021 885 $ 4.62 648 $ 4.24 1,533 $ 4.46 Restricted Stock Performance Stock Total Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 Balance as of June 30, 2021 1.38 $ 4,471 1.76 $ 3,270 1.54 $ 7,741 Stock-based compensation expense related to the restricted stock issued was $501 and $400 during the three months ended June 30, 2021 and 2020, respectively and $758 and $1,015 during the six months ended June 30, 2021 and 2020. As of June 30, 2021, total unrecognized stock-based compensation expense related to non-vested awards of restricted stock, net of estimated forfeitures, was $2,584, and is expected to be recognized over a weighted-average period of 1.52 years. The total fair value of awards vested for the three and six months ended June 30, 2021 was $2,704. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We were party to a lawsuit filed against North Carolina by an environmental advocacy group alleging that the issuance by the state of certain permits associated with our Brickhaven clay mine reclamation site exceeded the state’s power. In December 2020, the Company, the environmental advocacy group and the state settled, resolved and dismissed all matters. Before the settlement, all customer-related work at the Brickhaven site had been completed. The settlement allows for all completed work to remain unchanged. Per the settlement, the Company will not place any additional material at the site, will place a deed restriction requiring engineering oversight for the future development of the site and will continue groundwater monitoring at the site. In April 2021, the state approved the Company’s application to modify its permit to conform to the work as completed. The Company will continue its work with the state to complete the remaining site closure operations. Allied Power Services, LLC and its affiliate, Allied Power Resources, LLC, were named in a collective action lawsuit filed in the U.S. District Court for the Northern District of Illinois, alleging violations of the Fair Labor Standards Act. This lawsuit included related class claims alleging violations of the Illinois Minimum Wage Law and the Pennsylvania Minimum Wage Act for failure to pay overtime. This case was one of a series filed against companies in the oil, gas and energy industries in Illinois and Texas. The parties mediated this case in November 2018 and reached a settlement. As part of the Allied Transaction, the Company assumed the remaining settlement liability. On July 15, 2020, the court granted final approval of the settlement, and the final settlement payment was made in April 2021. In addition to the above matters, we are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred, and the amount of loss can be reasonably estimated. Although it is difficult to predict the ultimate outcome of these lawsuits, claims and proceedings, we do not believe that the ultimate disposition of any of these matters, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits. We believe amounts previously recorded are sufficient to cover any liabilities arising from the proceedings with all outstanding legal claims. Except as reflected in such accruals, we are currently unable to estimate a range of reasonably possible loss or a range of reasonably possible loss in excess of the amount accrued for outstanding legal matters. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company had income tax expense of $72 and $0 f or the three months ended June 30, 2021 and 2020, respectively, and $229 and $0 for the six months ended June 30, 2021 and 2020, respectively, due to adjustments to the valuation allowance on deferred tax assets. The effective income tax rate for the three months ended June 30, 2021 was 27.6% without regard to the impact of the valuation allowance and includes the effect of state income taxes, nondeductible items and benefits for non-controlling interests. The Company’s income is subject to a federal statutory rate of 21.0% and an estimated state statutory rate of 5.0% before considering the valuation allowance. The Company evaluates its effective income tax rate at each interim period and adjusts it accordingly as facts and circumstances warrant. The determination of the annual estimated effective income tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, estimated permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information is obtained. At June 30, 2021, deferred tax liabilities, net of deferred tax assets, was $597 . A valuation allowance has been recorded for the deferred tax assets as the Company has determined that it is not more likely than not that the tax benefits related to all the deferred tax assets |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period. Diluted loss per share reflects all potentially dilutive ordinary shares outstanding during the period and is computed by dividing net loss attributable to the Company’s stockholders by the weighted-average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as dilutive securities. Basic and diluted loss per share is determined using the following information: Three months ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Loss from continuing operations, net of tax and non-controlling interest $ (4,166) $ (7,313) $ (5,453) $ (24,606) Deemed and imputed dividends on Series A Preferred Stock (148) (167) (295) (167) Series A Preferred Stock dividends (2,148) (858) (4,215) (969) Net loss from continuing operations attributable to common stockholders (6,462) (8,338) (9,963) (25,742) Net income from discontinued operations — 3,777 — 6,820 Net loss attributable to common stockholders $ (6,462) $ (4,561) $ (9,963) $ (18,922) Denominator: Weighted average shares outstanding 30,450 29,927 30,282 29,785 Dilutive share-based awards — — — — Total weighted average shares outstanding, including dilutive shares 30,450 29,927 30,282 29,785 Net loss from continuing operations per common share Basic $ (0.21) $ (0.28) $ (0.33) $ (0.86) Diluted $ (0.21) $ (0.28) $ (0.33) $ (0.86) Net income from discontinued operations per common share Basic $ — $ 0.13 $ — $ 0.23 Diluted $ — $ 0.13 $ — $ 0.23 Net loss attributable to common stockholders per common share Basic $ (0.21) $ (0.15) $ (0.33) $ (0.64) Diluted $ (0.21) $ (0.15) $ (0.33) $ (0.64) The holders of the Preferred Stock have nonforfeitable rights to common stock dividends or common stock dividend equivalents. Accordingly, the Preferred Stock qualifies as participating securities. As a result of the net loss per share for the three and six months ended June 30, 2021 and 2020, the inclusion of all potentially dilutive shares would be anti-dilutive. Therefore, dilutive shares of 12,018 and 10,884 were excluded from the computation of the weighted-average shares for diluted net loss per share for the three months ended June 30, 2021 and 2020, respectively, and dilutive shares of 11,903 and 6,947 were excluded from the computation of the weighted-average shares for diluted net loss per share for the six months ended June 30, 2021 and 2020, respectively. A summary of securities excluded from the computation of diluted earnings per share is presented below: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,285 1,440 1,338 1,400 Anti-dilutive Series A Preferred Stock convertible into common stock 10,733 9,444 10,565 5,547 Potentially dilutive securities, excluded as anti-dilutive 12,018 10,884 11,903 6,947 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn August 6, 2021, the Company executed a stock purchase agreement with a previously unrelated third party and issued 2,889 shares of common stock at $4.50 per share in a private placement for total proceeds of $13,000. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis for Presentation The Company’s fiscal year ends December 31. The accompanying unaudited condensed consolidated financial statements include the assets, liabilities, stockholders’ equity and results of operations of the Company and its consolidated subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, which consist of normal recurring adjustments. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Discontinued Operations | Discontinued Operations On November 19, 2020, the Company sold its Allied Power Holdings LLC (“Allied”) subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry to an affiliate of Bernhard Capital Partners Management, LP (“BCP”), the Company’s majority shareholder, in an all-cash deal for $40,000 (the “Allied Transaction”), subject to adjustments for working capital and certain other adjustments as set forth in the purchase agreement (the “Purchase Agreement”). Discontinued operations comprise those activities that were disposed of during 2020 and represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes. Accordingly, the accompanying unaudited condensed consolidated statements of operations and the notes to condensed consolidated financial statements reflect the Allied results as discontinued operations for all 2020 periods presented. Unless otherwise specified, disclosures in these condensed consolidated financial statements reflect continuing operations only. The accompanying unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2021 include both continuing and discontinued operations. Refer to Note 4, Discontinued Operations, for further information on the discontinued operations relating to the Allied Transaction. |
Segment Information | Segment Information The Company had two reporting units, two operating segments and two reportable segments in 2019 and in 2020 through the date of the Allied Transaction, Environmental Solutions (“ES”) and Maintenance and Technical Services (“M&TS”). The Company determined that it had two reporting units because of the way the reporting units were managed. After the Allied Transaction, the Company realigned our segment reporting into a single operating segment to reflect the suite of end-to-end services we offer our utility partners and how our Chief Operating Decision Maker (“CODM”) reviews consolidated financial information to evaluate results of operations, assess performance and allocate resources. Due to the nature of the Company’s business, the Company's Chief Executive Officer, who is also the CODM, evaluates the performance of the Company and allocates resources of the Company based on consolidated gross profit, general and administrative expenses, balance sheet, liquidity, capital spending, safety statistics and business development reports for the Company as a whole. Since the Company has a single operating segment, all required financial segment information can be found in the consolidated financial statements. The prior period results in the accompanying unaudited condensed consolidated statements of operations were reclassified to conform to this presentation. We provide the following services through our one segment: remediation and compliance services, byproduct sales, fossil services and ERT services. Remediation and compliance services are associated with our customers’ need for multi-year environmental improvement and sustainability initiatives, whether driven by regulatory requirements, power generation customer initiatives or consumer expectations and standards. Byproduct sales support both our power generation customers’ desire to recycle their recurring and legacy volumes of coal combustion residuals (“CCRs”), commonly known as coal ash, and our ultimate end customers’ need for high-quality, cost-effective raw material substitutes. Fossil services consist of recurring and mission-critical coal ash management and operations for coal-fired power generation facilities. ERT services represent an innovative solution designed to meet the evolving and increasingly complex needs of utility customers. These customers need to retire and decommission older or underutilized assets while maximizing the asset's value and improving the environment. Our ERT services manage the sites' environmental remediation requirements, which benefits the communities and lowers the utility customers' cost. |
Business Combinations | Business Combinations On March 30, 2018, Charah Management completed a transaction with SCB Materials International, Inc. and affiliated entities (“SCB”), a previously unrelated third party, pursuant to which Charah Solutions acquired certain assets and liabilities of SCB for a purchase price of $35,000, with $20,000 paid at closing and $15,000 to be paid over time in conjunction with certain performance metrics. The contract also contained various mechanisms for a working capital true-up. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations with the allocation of the purchase price for the acquisition finalized as of March 31, 2019. The recognized goodwill from the transaction was allocated to the Environmental Solutions segment. In November 2018, the $15,000 contingent consideration to be paid over time was reduced by $3,300. During the year ended December 31, 2020, the Company evaluated the recoverability of certain grinding technology assets. As part of that review, we assessed the likelihood of paying the contingent liability based on achieving certain performance sales levels using these technology assets. In the fourth quarter of 2020, the Company concluded that certain sales levels would not be achieved, and we reduced the corresponding liability by $9,702, which was |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the guidance on accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature and convertible debt with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt and convertible preferred stock wholly as preferred stock unless certain other conditions are met. Also, the ASU requires the application of the if-converted method for calculating diluted earnings per share, and the treasury stock method will no longer be available. The Company early adopted ASU No. 2020-06, as permitted by the standard, as of January 1, 2021 with no significant impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , requiring all leases to be recognized on the balance sheet as a right-of-use asset and a lease liability, unless the lease is a short term lease (generally a lease with a term of 12 months or less). At the commencement date of the lease, the Company will recognize: (i) a lease liability for the Company’s obligation to make payments under the lease agreement, measured on a discounted basis; and (ii) a right-of-use asset that represents the Company’s right to use, or control the use of, the specified asset for the lease term. This ASU originally required recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, which provided an additional (and optional) transition method that permits application of this ASU at the adoption date with recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In June 2020, the FASB issued ASU No. 2020-05 and delayed the effective date of this ASU, extending the effective date for non-public business entities, and making the ASU effective for the Company for the fiscal year ending December 31, 2022, and interim periods within the fiscal year ending December 31, 2023, with early adoption permitted. The Company has not yet selected a transition method and is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income, and (4) beneficial interests in securitized financial assets. The amendments contained in this ASU will be applied through a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In November 2018, the FASB issued ASU No. 2018-19, which amended the effective date of ASU No. 2016-13 and clarified that receivables arising from operating leases are not within the scope of Subtopic 326-20. In October 2019, the FASB delayed the effective date of this ASU, extending the effective date for non-public business entities and making the ASU effective for the Company for the fiscal year ending December 31, 2023, and interim periods therein, with early adoption permitted. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). This ASU provides supplemental guidance and clarification to ASU No. 2020-04, and these updates must be adopted concurrently, cumulatively referred to as “Topic 848.” The amendments in Topic 848 are currently effective for all entities, and upon adoption, may be applied prospectively to contract modifications made on or before December 31, 2022. The Company is still assessing the impact of Topic 848 on its consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following amounts related to discontinued operation were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in our accompanying unaudited condensed consolidated statements of operations: Three Months Ended Six Months Ended June 30, 2020 June 30, 2020 Revenue $ 80,841 $ 194,195 Cost of sales (75,313) (182,765) Gross profit 5,528 11,430 General and administrative expenses (980) (3,068) Operating income 4,548 8,362 Interest expense, net (a) (771) (1,542) Income from discontinued operations before income taxes 3,777 6,820 Income tax expense — — Income from discontinued operations $ 3,777 $ 6,820 (a) Interest expense was allocated to discontinued operations due to the requirement in Amendment No. 4 to Credit Agreement that cash generated from the Allied Transaction was used to reduce our debt balances. |
Schedule of Cash and Cash Equivalents | The following table provides supplemental cash, cash equivalent and restricted cash information related to discontinued operations: As of June 30, 2020 Cash and cash equivalents: Cash, cash equivalents and restricted cash - continuing operations $ 44,319 Cash, cash equivalents and restricted cash - discontinued operations 308 Total cash and cash equivalents $ 44,627 |
Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items | The depreciation and amortization, capital expenditures and significant operating noncash items of Allied were as follows: Six Months Ended June 30, 2020 Cash flows from discontinued operating activities: Depreciation and amortization $ 409 Loss on disposal of property and equipment 22 Non-cash shared-based compensation 214 Cash flows from discontinued investing activities: Purchase of property and equipment $ 79 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition, Contingent Consideration | The assets acquired and liabilities assumed as recognized within the Company's condensed consolidated balance sheet upon closing on the APA consisted of the following: Consideration and direct transaction costs: Asset retirement obligations $ (50,590) Bond and insurance accrued expenses, net (2,229) Direct transaction costs (2,336) Total consideration and transaction costs incurred $ (55,155) Asset Received: Cash $ 6,354 Restricted cash 28,546 Water rights 5,196 Land 14,385 Plant, machinery and equipment 610 Vehicles 64 Total allocated value of assets acquired $ 55,155 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | We disaggregate our revenue from customers by type of service and by geographic region as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Byproduct sales $ 19,444 $ 21,400 $ 34,542 $ 43,161 Construction contracts 31,713 15,347 51,652 30,194 Services 12,361 15,557 29,431 30,226 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States $ 63,518 $ 52,093 $ 115,625 $ 102,735 Foreign — 211 — 846 Total revenue $ 63,518 $ 52,304 $ 115,625 $ 103,581 |
Balance Sheet Items (Tables)
Balance Sheet Items (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in the Allowance for Doubtful Accounts and Note Receivable | The following table presents the changes in the allowance for doubtful accounts: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Balance, beginning of period $ 558 $ 254 $ 467 $ 146 Add: provision 46 — 139 119 Less: deduction and other adjustments (46) (5) (48) (16) Balance, end of period $ 558 $ 249 $ 558 $ 249 The following table reflects the classification of the note receivable within our accompanying unaudited condensed consolidated balance sheet: June 30, 2021 Note receivable $ 1,602 Less: current portion in prepaid expenses and other current assets (500) Non-current portion in other assets $ 1,102 |
Schedule of Property and Equipment, Net | The following table shows the components of property and equipment, net: June 30, 2021 December 31, 2020 Plant, machinery and equipment $ 66,735 $ 68,308 Structural fill site improvements 55,760 55,760 Vehicles 12,791 12,824 Office equipment 600 582 Buildings and leasehold improvements 267 262 Land, land improvements and structural fill sites 15,076 432 Capital lease assets 13,764 6,627 Construction in progress 1,549 1,961 Total property and equipment $ 166,542 $ 146,756 Less: accumulated depreciation (103,702) (97,286) Property and equipment, net $ 62,840 $ 49,470 |
Schedule of Capital Leased Assets | The following table shows the components of capital lease assets, net: June 30, 2021 December 31, 2020 Capital lease assets $ 13,764 $ 6,627 Less: accumulated depreciation (1,524) (368) Capital lease assets, net $ 12,240 $ 6,259 |
Schedule of Lease Receivable | The following table reflects the classification of the lease receivable within our accompanying unaudited condensed consolidated balance sheet: June 30, 2021 Lease receivable $ 5,969 Less: current portion in prepaid expenses and other current assets (64) Non-current portion in other assets $ 5,905 |
Schedule of Accrued Liabilities | The following table shows the components of accrued liabilities: June 30, 2021 December 31, 2020 Accrued expenses $ 15,162 $ 19,323 Accrued working capital adjustment for the Allied Transaction — 6,954 Accrued payroll and bonuses 2,588 7,227 Accrued preferred stock dividends 2,148 1,356 Accrued interest 87 77 Accrued liabilities $ 19,985 $ 34,937 |
Schedule of Asset Retirement Obligations | The following table reflects the activity for the asset retirement obligations: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Balance, beginning of period 54,112 $ 12,987 $ 5,159 $ 15,131 Liabilities acquired (See Note 5) — — 50,590 — Liabilities settled (2,305) (2,201) (4,175) (4,533) Accretion 554 162 787 350 Balance, end of period 52,361 10,948 52,361 10,948 Less: current portion (21,395) (5,845) (21,395) (5,845) Non-current portion 30,966 $ 5,103 $ 30,966 $ 5,103 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Summarized balance sheet information of our equity method investment entity is as follows: June 30, 2021 December 31, 2020 Current assets $ 14 $ 1,812 Noncurrent assets — 282 Total assets $ 14 $ 2,094 Current liabilities — 432 Equity of Charah 7 831 Equity of joint venture partner 7 831 Total liabilities and members’ equity $ 14 $ 2,094 Summarized financial performance of our equity method investment entity is as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue $ — $ 1,546 $ 555 $ 3,024 Net (loss) income (22) 651 382 1,243 Charah Solutions’ share of net (loss) income (11) 326 191 622 The following table reflects our proportional ownership activity in our investment account: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Opening balance $ 40 $ 4,781 $ 831 $ 5,078 Distributions (22) (256) (1,015) (849) Share of net (loss) income (11) 326 191 622 Closing balance $ 7 $ 4,851 $ 7 $ 4,851 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The Company’s intangible assets consist of the following: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangibles Customer relationships $ 78,942 $ (34,779) $ 44,163 $ 78,942 $ (30,832) $ 48,110 Indefinite-lived intangibles Charah trade name 13,316 13,316 Water rights 5,196 — Total 18,512 13,316 Total $ 62,675 $ 61,426 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes the major components of debt at each balance sheet date and provides maturities and interest rate ranges for each major category as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Various equipment notes entered into in November 2017, payable in monthly installments ranging from $6 to $24, including interest at 5.2%, maturing in December 2022 through December 2023. The notes are secured by equipment with a net book value of $1,572 as of June 30, 2021. $ 2,317 $ 2,871 Various equipment notes entered into in 2018, payable in monthly installments ranging from $1 to $39, including interest ranging from 5.6% to 6.8%, maturing in March 2023 through May 2025. The notes are secured by equipment with a net book value of $6,733 as of June 30, 2021. 7,433 8,446 Various equipment notes entered into in 2019, payable in monthly installments ranging from $2 to $23, including interest ranging from 3.9% to 6.4%, maturing in April 2024 through December 2024. The notes are secured by equipment with a net book value of $2,596 as of June 30, 2021. 3,059 3,490 Various equipment notes entered into in 2020, payable in monthly installments ranging from $9 to $10, including interest of 5.4%, maturing in August 2025. The notes are secured by equipment with a net book value of $2,001 as of June 30, 2021. 1,820 2,011 Various equipment notes entered into in 2021, payable in monthly installments ranging from $3 to $8, including interest of 5.4%, maturing in February 2026. The notes are secured by equipment with a net book value of $801 as of June 30, 2021. 727 — Various commercial insurance premium financing agreements entered into in 2020, payable in monthly installments ranging from $22 to $126, including interest ranging from 3.4% to 3.8%, that matured in February and March 2021. — 453 A commercial insurance premium financing agreement entered into in 2021, payable in monthly installments of $24, including interest of 3.9%, maturing in October 2021. 96 — A $10,000 equipment line with a bank, entered into in December 2017, secured by all equipment purchased with the proceeds of the loan. Interest is calculated on any outstanding amounts using a fixed rate of 4.5%. The equipment line converted to a term loan in September 2018 with a maturity date of June 22, 2023. The term loan is secured by equipment with a net book value of $3,244 as of June 30, 2021. 4,669 5,791 Pursuant to the terms of the Third and Fifth Amendments, the Closing Date Term Loan and the Delayed Draw Term Loan entered into in September 2018 as part of the Syndicated Credit Facility (see also Note 11), maturing July 2022. The interest rate applicable to the Closing Date Term Loan and the Delayed Draw Term Loan is based on a fluctuating rate of interest measured by reference to, at the Company’s election, either (i) the Eurodollar rate, currently the LIBOR rate, or (ii) an alternative base rate. With respect to the Closing Date Term Loan, principal payments required are $1,280 in July 2021, $6,280 in August 2021, $1,280 monthly from September 2021 through December 2021, and $1,500 monthly thereafter. The term loan is secured by substantially all the assets of the Company and is subject to certain financial covenants. 120,007 125,239 Total 140,128 148,301 Less debt issuance costs, net (693) (1,024) 139,435 147,277 Less current maturities (28,571) (22,308) Notes payable due after one year $ 110,864 $ 124,969 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Asset and Liabilities | Our contract assets are as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Retainage 6,970 6,133 Total contract assets $ 17,631 $ 18,329 Our contract liabilities are as follows: June 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings $ 24,068 $ 6,167 Deferred revenue 2,008 128 Total contract liabilities $ 26,076 $ 6,295 |
Costs in Excess of Billings and Billings in Excess of Costs | The Company's net position on uncompleted contracts is as follows: June 30, 2021 December 31, 2020 Costs incurred on uncompleted contracts $ 165,642 $ 123,339 Estimated earnings 26,050 18,425 Total costs and estimated earnings 191,692 141,764 Less billings to date (205,099) (135,735) Net balance in process $ (13,407) $ 6,029 The net balance in process classified on the accompanying unaudited condensed consolidated balance sheets is as follows: June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings $ 10,661 $ 12,196 Billings in excess of costs and estimated earnings (24,068) (6,167) Net balance in process $ (13,407) $ 6,029 |
Stock_Unit Based Compensation (
Stock/Unit Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested share activity for the six months ended June 30, 2021 is as follows: Restricted Stock Performance Stock Total Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Balance as of December 31, 2020 981 $ 5.08 453 $ 4.02 1,434 $ 4.74 Granted 501 5.41 235 4.74 736 5.20 Forfeited (62) 7.54 (40) 4.76 (102) 6.45 Vested (535) 5.88 — — (535) 5.88 Balance as of June 30, 2021 885 $ 4.62 648 $ 4.24 1,533 $ 4.46 Restricted Stock Performance Stock Total Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Weighted Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Balance as of December 31, 2020 0.79 $ 2,817 1.68 $ 1,299 1.07 $ 4,116 Balance as of June 30, 2021 1.38 $ 4,471 1.76 $ 3,270 1.54 $ 7,741 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted loss per share is determined using the following information: Three months ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator: Loss from continuing operations, net of tax and non-controlling interest $ (4,166) $ (7,313) $ (5,453) $ (24,606) Deemed and imputed dividends on Series A Preferred Stock (148) (167) (295) (167) Series A Preferred Stock dividends (2,148) (858) (4,215) (969) Net loss from continuing operations attributable to common stockholders (6,462) (8,338) (9,963) (25,742) Net income from discontinued operations — 3,777 — 6,820 Net loss attributable to common stockholders $ (6,462) $ (4,561) $ (9,963) $ (18,922) Denominator: Weighted average shares outstanding 30,450 29,927 30,282 29,785 Dilutive share-based awards — — — — Total weighted average shares outstanding, including dilutive shares 30,450 29,927 30,282 29,785 Net loss from continuing operations per common share Basic $ (0.21) $ (0.28) $ (0.33) $ (0.86) Diluted $ (0.21) $ (0.28) $ (0.33) $ (0.86) Net income from discontinued operations per common share Basic $ — $ 0.13 $ — $ 0.23 Diluted $ — $ 0.13 $ — $ 0.23 Net loss attributable to common stockholders per common share Basic $ (0.21) $ (0.15) $ (0.33) $ (0.64) Diluted $ (0.21) $ (0.15) $ (0.33) $ (0.64) |
Schedule of Antidilutive Securities Excluded from Computation | A summary of securities excluded from the computation of diluted earnings per share is presented below: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Diluted earnings per share: Anti-dilutive restricted and performance stock units 1,285 1,440 1,338 1,400 Anti-dilutive Series A Preferred Stock convertible into common stock 10,733 9,444 10,565 5,547 Potentially dilutive securities, excluded as anti-dilutive 12,018 10,884 11,903 6,947 |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Details) $ in Thousands | Mar. 30, 2018USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)segment | Nov. 18, 2020segment | Dec. 31, 2019segment | Nov. 19, 2020USD ($) |
Related Party Transaction [Line Items] | |||||||
Number of reporting units | segment | 2 | 2 | |||||
Number of operating segments | segment | 1 | 2 | 2 | ||||
Number of reportable segments | segment | 2 | 2 | |||||
Reduction in purchase price to be paid over time | $ 9,702 | ||||||
Contingent payments for acquisitions | $ 1,950 | $ 1,950 | |||||
SBC Materials International, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price | $ 35 | ||||||
Payment at closing | 20 | ||||||
Additional payment to be paid based on certain performance metrics | $ 15 | $ 15 | |||||
Reduction in purchase price to be paid over time | $ 3,300 | ||||||
Discontinued Operations, Disposed of by Sale | Allied Transaction And The Reporting Units | |||||||
Related Party Transaction [Line Items] | |||||||
Discontinued operation, consideration | $ 40,000 | ||||||
Syndicated Credit Facility | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument | $ 132,788 |
Impact of the COVID-19 Pandem_2
Impact of the COVID-19 Pandemic (Details) - COVID-19 - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 07, 2020 |
Unusual or Infrequent Item, or Both [Line Items] | |||
Payroll taxes due 2020 | $ 1,637 | ||
Forecast | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Accrued payroll, percentage of deferred payment | 50.00% | 50.00% |
Discontinued Operations - Narra
Discontinued Operations - Narratives (Details) - USD ($) $ in Thousands | Nov. 19, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Recognized credit cost of sales | $ 17 | $ 60 | ||
Discontinued Operations, Disposed of by Sale | Allied Transaction | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 40,000 | |||
Contribution from sale of subsidiary to entity under common control | $ 25,506 | |||
Accounts receivable outstanding | 5 | 5 | $ 120 | |
Proceeds from the sale of subsidiary, net of subsidiary cash | 37,860 | |||
Discontinued operation transaction costs | 1,900 | |||
Restricted cash | 240 | |||
Liabilities assumed | $ 3,500 | 3,500 | ||
Adjustments to additional paid in capital other | 301 | |||
Accrued on working capital adjustments | 6,954 | |||
Other transaction costs | 413 | $ 413 | ||
Working capital adjustment payment | $ 6,954 |
Discontinued Operations - Conti
Discontinued Operations - Continuing Operations and Discontinued Operations in Our Consolidated & Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income from discontinued operations | $ 0 | $ 3,777 | $ 0 | $ 6,820 |
Discontinued Operations, Disposed of by Sale | Allied Transaction And The Reporting Units | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 80,841 | 194,195 | ||
Cost of sales | (75,313) | (182,765) | ||
Gross profit | 5,528 | 11,430 | ||
General and administrative expenses | (980) | (3,068) | ||
Operating income | 4,548 | 8,362 | ||
Interest expense, net | (771) | (1,542) | ||
Income from discontinued operations before income taxes | 3,777 | 6,820 | ||
Income tax expense | 0 | 0 | ||
Income from discontinued operations | $ 3,777 | $ 6,820 |
Discontinued Operations - Suppl
Discontinued Operations - Supplemental Cash, Cash Equivalent and Restricted Cash Information Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Cash, cash equivalents and restricted cash - continuing operations | $ 44,319 | |||
Cash, cash equivalents and restricted cash - discontinued operations | 308 | |||
Total cash and cash equivalents | $ 57,659 | $ 29,211 | $ 44,627 | $ 6,128 |
Discontinued Operations - Depre
Discontinued Operations - Depreciation and Amortization, Capital Expenditures and Significant Operating Noncash Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from discontinued operating activities: | ||||
Gains on sales of property and equipment, net | $ 2,696 | $ 0 | $ 3,243 | $ 0 |
Non-cash shared-based compensation | $ 998 | 1,470 | ||
Discontinued Operations, Disposed of by Sale | Allied Transaction And The Reporting Units | ||||
Cash flows from discontinued operating activities: | ||||
Depreciation and amortization | 409 | |||
Gains on sales of property and equipment, net | 22 | |||
Non-cash shared-based compensation | 214 | |||
Cash flows from discontinued investing activities: | ||||
Purchase of property and equipment | $ 79 |
Asset Acquisition - Narrative (
Asset Acquisition - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended |
Feb. 28, 2021a | Jun. 30, 2021USD ($) | |
Schedule of Asset Acquisition [Line Items] | ||
Property redevelopment term | 34 months | |
Structural fill site costs, inflation rate | 3.00% | |
Asset retirement obligation, weighted average rate | 4.50% | |
Non-current assets held for sale | $ | $ 2,852 | |
Sale Of Plant, Machinery And Equipment And Vehicles | ||
Schedule of Asset Acquisition [Line Items] | ||
Purchases from third party | $ | $ 193 | |
Texas Municipal Power Agency | ||
Schedule of Asset Acquisition [Line Items] | ||
Area of land | a | 6,166 | |
Gibbons Creek Steam Electric Station And Reservoir | ||
Schedule of Asset Acquisition [Line Items] | ||
Area of land | a | 3,500 |
Asset Acquisition - Assets acqu
Asset Acquisition - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Feb. 28, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Consideration and direct transaction costs: | |||||||
Asset retirement obligations | $ (52,361) | $ (54,112) | $ (5,159) | $ (10,948) | $ (12,987) | $ (15,131) | |
Asset Purchase Agreement | |||||||
Consideration and direct transaction costs: | |||||||
Asset retirement obligations | $ (50,590) | ||||||
Bond and insurance accrued expenses, net | (2,229) | ||||||
Direct transaction costs | (2,336) | ||||||
Total consideration and transaction costs incurred | (55,155) | ||||||
Asset Received: | |||||||
Cash | 6,354 | ||||||
Restricted cash | 28,546 | ||||||
Water rights | 5,196 | ||||||
Land | 14,385 | ||||||
Plant, machinery and equipment | 610 | ||||||
Vehicles | 64 | ||||||
Total allocated value of assets acquired | $ 55,155 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 63,518 | $ 52,304 | $ 115,625 | $ 103,581 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 63,518 | 52,093 | 115,625 | 102,735 |
Foreign | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 211 | 0 | 846 |
Byproduct sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,444 | 21,400 | 34,542 | 43,161 |
Construction contracts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,713 | 15,347 | 51,652 | 30,194 |
Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,361 | $ 15,557 | $ 29,431 | $ 30,226 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, remaining performance obligation, amount | $ 493,205 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 16.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 12.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 10.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Expected timing of satisfaction, period | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 62.00% |
Balance Sheet Items - Allowance
Balance Sheet Items - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Receivable Allowance For Doubtful Accounts [Roll Forward] | ||||
Balance, beginning of period | $ 558 | $ 254 | $ 467 | $ 146 |
Add: provision | 46 | 0 | 139 | 119 |
Less: deduction and other adjustments | (46) | (5) | (48) | (16) |
Balance, end of period | $ 558 | $ 249 | $ 558 | $ 249 |
Balance Sheet Items - Schedule
Balance Sheet Items - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 166,542 | $ 146,756 |
Less: accumulated depreciation | (103,702) | (97,286) |
Property and equipment, net | 62,840 | 49,470 |
Plant, machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 66,735 | 68,308 |
Structural fill site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 55,760 | 55,760 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,791 | 12,824 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 600 | 582 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 267 | 262 |
Land, land improvements and structural fill sites | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,076 | 432 |
Capital lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,764 | 6,627 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,549 | $ 1,961 |
Balance Sheet Items - Narrative
Balance Sheet Items - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021USD ($)sitetract_of_real_property | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($)sitetract_of_real_property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)sitetract_of_real_property | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Land improvements | $ 5,158 | $ 5,158 | $ 5,158 | ||||||
Demolition cost capitalized | 882 | 1,030 | |||||||
Cost basis on scrap sold | 339 | 339 | |||||||
Depreciation | $ 4,195 | $ 4,481 | $ 8,368 | $ 8,712 | |||||
Sale leaseback transaction, terms | 30 years | ||||||||
Discount rate | 3.90% | 3.90% | 3.90% | ||||||
Non-current assets held for sale | $ 2,852 | $ 2,852 | $ 2,852 | ||||||
Proceeds from sale of assets | $ 1,250 | ||||||||
Asset sale agreement, final payment to be received, term | 36 months | ||||||||
Gain on disposition of fixed asset | $ 1,187 | ||||||||
Number of structural sites owned and operated | site | 1 | 1 | 1 | ||||||
Number of tracts of real property | tract_of_real_property | 4 | 4 | 4 | ||||||
Asset retirement obligation | $ 52,361 | $ 54,112 | $ 52,361 | $ 10,948 | $ 52,361 | $ 10,948 | $ 5,159 | $ 12,987 | $ 15,131 |
Balance Sheet Items - Capital L
Balance Sheet Items - Capital Lease Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Capital lease assets | $ 13,764 | $ 6,627 |
Less: accumulated depreciation | (1,524) | (368) |
Capital lease assets, net | $ 12,240 | $ 6,259 |
Balance Sheet Items - Lease Rec
Balance Sheet Items - Lease Receivable (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Lease receivable | $ 5,969 |
Less: current portion in prepaid expenses and other current assets | (64) |
Non-current portion in other assets | $ 5,905 |
Balance Sheet Items - Note Rece
Balance Sheet Items - Note Receivable (Details) - Notes Receivable $ in Thousands | Jun. 30, 2021USD ($) |
Related Party Transaction [Line Items] | |
Note receivable | $ 1,602 |
Less: current portion in prepaid expenses and other current assets | (500) |
Non-current portion in other assets | $ 1,102 |
Balance Sheet Items - Accrued L
Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued expenses | $ 15,162 | $ 19,323 | |
Accrued working capital adjustment for the Allied Transaction | 0 | 6,954 | |
Accrued payroll and bonuses | 2,588 | 7,227 | |
Accrued preferred stock dividends | 2,148 | 1,356 | $ 850 |
Accrued interest | 87 | 77 | |
Accrued liabilities | $ 19,985 | $ 34,937 |
Balance Sheet Items - Asset Ret
Balance Sheet Items - Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||||
Balance, beginning of period | $ 54,112 | $ 12,987 | $ 5,159 | $ 15,131 | |
Liabilities acquired | 0 | 0 | 50,590 | 0 | |
Liabilities settled | (2,305) | (2,201) | (4,175) | (4,533) | |
Accretion | 554 | 162 | 787 | 350 | |
Balance, end of period | 52,361 | 10,948 | 52,361 | 10,948 | |
Less: current portion | (21,395) | (5,845) | (21,395) | (5,845) | $ (2,043) |
Non-current portion | $ 30,966 | $ 5,103 | $ 30,966 | $ 5,103 | $ 3,116 |
Equity Method Investment - Narr
Equity Method Investment - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Receivable due from equity method investment | $ 2 | $ 182 |
Equity Method Investment - Summ
Equity Method Investment - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Current assets | $ 134,147 | $ 134,147 | $ 105,795 | |||||
Total assets | 329,849 | 329,849 | 280,960 | |||||
Current liabilities | 120,784 | 120,784 | 84,330 | |||||
Total liabilities and members’ equity | 10,748 | $ 35,462 | 10,748 | $ 35,462 | $ 17,187 | 20,316 | $ 39,406 | $ 53,273 |
Net (loss) income | (4,167) | (3,403) | (5,379) | (17,299) | ||||
Charah Solutions’ share of net (loss) income | (11) | 326 | 191 | 622 | ||||
Equity method investments | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Current assets | 14 | 14 | 1,812 | |||||
Noncurrent assets | 0 | 0 | 282 | |||||
Total assets | 14 | 14 | 2,094 | |||||
Current liabilities | 0 | 0 | 432 | |||||
Total liabilities and members’ equity | 14 | 14 | 2,094 | |||||
Revenue | 0 | 1,546 | 555 | 3,024 | ||||
Net (loss) income | (22) | 651 | 382 | 1,243 | ||||
Charah Solutions’ share of net (loss) income | (11) | $ 326 | 191 | $ 622 | ||||
Equity method investments | Equity of Charah | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Total liabilities and members’ equity | 7 | 7 | 831 | |||||
Equity method investments | Equity of joint venture partner | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Total liabilities and members’ equity | $ 7 | $ 7 | $ 831 |
Equity Method Investment - Owne
Equity Method Investment - Ownership (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Method Investment, Proportional Ownership Activity [Roll Forward] | ||||
Opening balance | $ 40 | $ 4,781 | $ 831 | $ 5,078 |
Distributions | (22) | (1,015) | 0 | |
Distributions | (256) | 0 | (849) | |
Share of net (loss) income | (11) | 326 | 191 | 622 |
Closing balance | $ 7 | $ 4,851 | $ 7 | $ 4,851 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Receivable from related parties | $ 2,000 | $ 2,000 | $ 182,000 | |||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | 26,000 | |||||
Amendment No. 3 to Credit Agreement | Series A Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | 26,000 | 26,000 | ||||
Affiliated Entity | ATC Group Services, LLC | Environmental Consulting and Engineering Services | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 25,000 | $ 64,000 | $ 79,000 | $ 94,000 | ||
Receivable from related parties | 0 | 0 | 0 | |||
Payable to related parties | $ 5,000 | $ 5,000 | $ 29,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible asset, useful life | 10 years | |||
Amortization of intangible assets | $ 1,973 | $ 2,057 | $ 3,947 | $ 4,152 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles | $ 18,512 | $ 13,316 |
Intangible assets, net | 62,675 | 61,426 |
Charah trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles | 13,316 | 13,316 |
Water rights | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangibles | 5,196 | 0 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 78,942 | 78,942 |
Accumulated Amortization | (34,779) | (30,832) |
Net Carrying Amount | $ 44,163 | $ 48,110 |
Credit Agreement (Details)
Credit Agreement (Details) | Aug. 13, 2019USD ($)site | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Nov. 30, 2020 | Aug. 16, 2020 | Oct. 15, 2019 | Sep. 13, 2019USD ($) | Jun. 30, 2019 | Sep. 21, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 12,781,000 | $ 12,003,000 | |||||||||
Long-term debt | 139,435,000 | $ 147,277,000 | |||||||||
Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Extinguishment of debt, amount | $ 40,000 | ||||||||||
Syndicated Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 3.75 | ||||||||||
Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Commitment fee percentage | 3.35% | ||||||||||
Required scheduled prepayment of outstanding loans, amount | $ 50,000,000 | $ 40,000,000 | $ 50,000,000 | ||||||||
Amount outstanding, threshold for additional interest rate | 10,000,000 | ||||||||||
Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.00% | ||||||||||
Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | Base Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 3.00% | ||||||||||
Second Amendment Fee | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit exposure percentage | 1.00% | 1.00% | |||||||||
Second Amendment Fee | Line of Credit | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit exposure percentage | 0.50% | ||||||||||
Second Amendment Fee | Line of Credit | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit exposure percentage | 1.50% | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 15,000,000 | $ 25,000,000 | |||||||||
Maximum capital lease indebtedness | 50,000,000 | $ 75,000,000 | |||||||||
Issuance of the preferred stock | $ 10,000,000 | ||||||||||
Commitment fee amount | $ 2,000,000 | ||||||||||
Debt issuance cost capitalized | 1,623,000 | ||||||||||
Fees paid to lenders associated with extinguishment of debt | 5,162,000 | ||||||||||
Write off of deferred issuance cost | $ 3,441,000 | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | From December 31, 2020 through June 29, 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 6.50 | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | From June 30, 2021 through December 30, 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 6 | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | As of December 31, 2021 and thereafter | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 3.50 | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | As of December 31, 2020 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1 | ||||||||||
Amendment No. 3 to Credit Agreement | Line of Credit | As of March 31, 2021 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1.20 | ||||||||||
Third Amendment Fee | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit exposure percentage | 0.20% | ||||||||||
Amendment No.4 to Credit Agreement | As of December 31, 2021 and thereafter | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 3.50 | ||||||||||
Amendment No.4 to Credit Agreement | From March 31 2021 through September 29 2021 | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 4.80 | ||||||||||
Amendment No.4 to Credit Agreement | From September 2021 Through December 30,2021 | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 4.50 | ||||||||||
Amendment No.4 to Credit Agreement | June 31, 2021 and thereafter | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1.20 | ||||||||||
Amendment No.4 to Credit Agreement | Line of Credit | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1 | ||||||||||
Amendment No.4 to Credit Agreement | Line of Credit | From December 31, 2020 through March 31, 2021 | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 5.50 | ||||||||||
Amendment No.5 to Credit Agreement | As of September 30 2021 | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1.10 | ||||||||||
Amendment No.5 to Credit Agreement | As of September 30 2021 | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 5.50 | ||||||||||
Amendment No.5 to Credit Agreement | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Required scheduled prepayment of outstanding loans, amount | $ 5,000,000 | ||||||||||
Revolving Credit Facility | Syndicated Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||||||
Revolving Credit Facility | Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unused capacity, commitment fee percentage | 0.35% | ||||||||||
Term Loan | Syndicated Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 205,000,000 | ||||||||||
Term Loan | Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 4.00% | ||||||||||
Loan Commitment | Syndicated Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||
Letter of Credit | Syndicated Credit Facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 17,459,000 | $ 11,079,000 | |||||||||
Letter of Credit | Amendment No. 2 To Credit Agreement and Waiver | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of additional scheduled prepayments of outstanding loans | site | 2 |
Notes Payable - Schedule of Deb
Notes Payable - Schedule of Debt (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 140,128,000 | $ 148,301,000 |
Less debt issuance costs, net | (693,000) | (1,024,000) |
Long-term debt | 139,435,000 | 147,277,000 |
Less current maturities | (28,571,000) | (22,308,000) |
Notes payable due after one year | 110,864,000 | 124,969,000 |
Notes Payable | Equipment Notes Payable, 5.2% Due December 2022 and 2023 | ||
Debt Instrument [Line Items] | ||
Total | $ 2,317,000 | 2,871,000 |
Interest rate | 5.20% | |
Equipment net book value | $ 1,572,000 | |
Notes Payable | Equipment Notes Payable, 5.2% Due December 2022 and 2023 | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 6,000 | |
Notes Payable | Equipment Notes Payable, 5.2% Due December 2022 and 2023 | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 24,000 | |
Notes Payable | Equipment Notes Payable, 5.6% to 6.8% Due March 2023 Through May 2025 | ||
Debt Instrument [Line Items] | ||
Total | 7,433,000 | 8,446,000 |
Equipment net book value | 6,733,000 | |
Notes Payable | Equipment Notes Payable, 5.6% to 6.8% Due March 2023 Through May 2025 | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 1,000 | |
Interest rate | 5.60% | |
Notes Payable | Equipment Notes Payable, 5.6% to 6.8% Due March 2023 Through May 2025 | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 39,000 | |
Interest rate | 6.80% | |
Notes Payable | Equipment Notes Payable, 3.9% to 6.4% Due April 2024 Through December 2024 | ||
Debt Instrument [Line Items] | ||
Total | $ 3,059,000 | 3,490,000 |
Equipment net book value | 2,596,000 | |
Notes Payable | Equipment Notes Payable, 3.9% to 6.4% Due April 2024 Through December 2024 | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 2,000 | |
Interest rate | 3.90% | |
Notes Payable | Equipment Notes Payable, 3.9% to 6.4% Due April 2024 Through December 2024 | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 23,000 | |
Interest rate | 6.40% | |
Notes Payable | Equipment Notes Payable, 5.4 % Due August 2025 | ||
Debt Instrument [Line Items] | ||
Total | $ 1,820,000 | 2,011,000 |
Interest rate | 5.40% | |
Equipment net book value | $ 2,001,000 | |
Notes Payable | Equipment Notes Payable, 5.4 % Due August 2025 | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 9,000 | |
Notes Payable | Equipment Notes Payable, 5.4 % Due August 2025 | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 10,000 | |
Term Loan | Equipment Notes Payable 5.4% Due February 2026 | ||
Debt Instrument [Line Items] | ||
Total | $ 727,000 | 0 |
Interest rate | 5.40% | |
Equipment net book value | $ 801,000 | |
Term Loan | Equipment Notes Payable 5.4% Due February 2026 | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 3,000 | |
Term Loan | Equipment Notes Payable 5.4% Due February 2026 | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | 8,000 | |
Line of Credit | 3.4% Commercial Insurance Premium | ||
Debt Instrument [Line Items] | ||
Total | 0 | 453,000 |
Line of Credit | 3.4% Commercial Insurance Premium | Minimum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 22,000 | |
Interest rate | 3.40% | |
Line of Credit | 3.4% Commercial Insurance Premium | Maximum | ||
Debt Instrument [Line Items] | ||
Monthly installments | $ 126,000 | |
Interest rate | 0.038% | |
Line of Credit | Equipment Notes Payable 3.9 % Due October 2021 | ||
Debt Instrument [Line Items] | ||
Total | $ 96,000 | 0 |
Monthly installments | $ 24,000 | |
Interest rate | 3.90% | |
Line of Credit | 4.5% Equipment Line Of Credit | ||
Debt Instrument [Line Items] | ||
Total | $ 4,669,000 | 5,791,000 |
Long-term debt | $ 3,244,000 | |
Interest rate | 4.50% | |
Initial commitment | $ 10,000,000 | |
Line of Credit | Syndicated Credit Facility | ||
Debt Instrument [Line Items] | ||
Total | 120,007,000 | $ 125,239,000 |
Line of Credit | Syndicated Credit Facility | Period 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,280,000 | |
Line of Credit | Syndicated Credit Facility | Period 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,280,000 | |
Line of Credit | Syndicated Credit Facility | Period 3 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,500,000 |
Mezzanine Equity (Details)
Mezzanine Equity (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021shares | Jun. 30, 2021USD ($)trading_day$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / shares | Mar. 04, 2020$ / shares | |
Temporary Equity [Line Items] | |||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | ||||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Series A Preferred Stock dividends payable included in accrued expenses | $ 2,148,000 | $ 850,000 | $ 1,356,000 | ||
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||
Dividend in cash, liquidation preference percentage | 10.00% | ||||
Dividend other than cash, liquidation preference percentage | 13.00% | ||||
Dividend other than cash, liquidation preference percentage, upon default | 16.00% | ||||
Series A Preferred Stock, aggregate liquidation preference | $ 30,685,000 | 28,783,000 | |||
Debt Instrument, Convertible, Conversion Term | 3 months | ||||
Conversion price (in dollars per share) | $ / shares | $ 2.77 | ||||
Weighted average price percentage of preferred stock | 30.00% | ||||
Common stock issuable if preferred stock is converted (in shares) | shares | 11,078,000 | ||||
Threshold trading days | trading_day | 30 | ||||
Threshold consecutive trading days | trading_day | 20 | ||||
Conversion price, percentage | 120.00% | ||||
Conversion price, upon change of control | 100.00% | ||||
Dividend discount spread on treasury rate | 0.50% | ||||
Make whole payment, maximum | $ 4,000,000 | ||||
Conversion price, upon early redemption | 103.00% | ||||
Series A Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Debt Instrument, Convertible, Conversion Term | 3 years | ||||
Series A Preferred Stock | Period 1 | |||||
Temporary Equity [Line Items] | |||||
Debt Instrument, Convertible, Conversion Term | 3 years | ||||
Series A Preferred Stock | Period 2 | |||||
Temporary Equity [Line Items] | |||||
Debt Instrument, Convertible, Conversion Term | 7 years | ||||
Amendment No. 3 to Credit Agreement | Series A Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of Series A Preferred Stock, net of issuance costs (in shares) | shares | 26,000 | 26,000 | |||
Series A Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||
Original issue discount, rate | 3.00% | ||||
Amendment No. 3 to Credit Agreement | Series A Preferred Stock | Private Placement | |||||
Temporary Equity [Line Items] | |||||
Proceeds from issuance, net of discount | $ 26,000,000 | ||||
Original issue discount, amount | 780,000 | ||||
Proceeds from private placement | 25,220,000 | ||||
Payments of stock issuance costs | 966,000 | ||||
Series A Preferred Stock dividends payable included in accrued expenses | $ 966,000 | $ 906,000 |
Interest Rate Swap (Details)
Interest Rate Swap (Details) - Interest Rate Swap - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Derivatives, Fair Value [Line Items] | |||||
Derivative, notional amount | $ 150 | $ 150 | $ 150 | ||
Gain (loss) on derivative | 81 | $ 94 | 201 | $ 30 | |
Other Liabilities | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative liability, fair value | $ (734) | $ (734) | $ (935) |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Schedule of Asset and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Contract with Customer, Asset, after Allowance for Credit Loss, Current [Abstract] | |||
Costs and estimated earnings in excess of billings | $ 10,661 | $ 10,661 | $ 12,196 |
Retainage | 6,970 | 6,970 | 6,133 |
Total contract assets | 17,631 | 17,631 | 18,329 |
Contract with Customer, Liability [Abstract] | |||
Billings in excess of costs and estimated earnings | 24,068 | 24,068 | 6,167 |
Deferred revenue | 2,008 | 2,008 | 128 |
Total contract liabilities | 26,076 | 26,076 | $ 6,295 |
Revenue recognized | $ 586 | $ 586 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Activity (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on uncompleted contracts | $ 165,642 | $ 123,339 |
Estimated earnings | 26,050 | 18,425 |
Total costs and estimated earnings | 191,692 | 141,764 |
Less billings to date | (205,099) | (135,735) |
Net balance in process | $ (13,407) | $ 6,029 |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings | $ 10,661 | $ 12,196 |
Billings in excess of costs and estimated earnings | (24,068) | (6,167) |
Net balance in process | (13,407) | 6,029 |
Long-term contracts, loss accrual | $ 81 | $ 155 |
Stock_Unit Based Compensation -
Stock/Unit Based Compensation - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted in period (in shares) | 736 | |||
Vested (in shares) | 535 | |||
Fair value of awards vested during period | $ 2,704 | $ 2,704 | ||
Common Stock | 2018 Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares allowable under the plan | 2,000 | 2,000 | ||
Number of shares reserved for future issuance (in shares) | 5,007 | 5,007 | ||
Restricted Stock Units (RSU) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 535 | |||
Compensation expense | $ 501 | $ 400 | $ 758 | $ 1,015 |
Unrecognized compensation cost | $ 2,584 | $ 2,584 | ||
Compensation cost not yet recognized, period for recognition | 1 year 6 months 7 days | |||
Restricted Stock Units (RSU) | 2018 Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted in period (in shares) | 498 | 501 | ||
Vested (in shares) | 3 | |||
Restricted Stock Units (RSU) | 2018 Omnibus Incentive Plan | Tranche one | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 90 | |||
Vesting period | 1 year | |||
Restricted Stock Units (RSU) | 2018 Omnibus Incentive Plan | Tranche two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | 408 | |||
Vesting period | 3 years | |||
Performance Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted in period (in shares) | 235 | 235 | ||
Vested (in shares) | 0 | |||
Vesting period | 3 years | 3 years | ||
Maximum number of earned PSUs for the performance period, target number of PSUs | 200.00% | 200.00% | ||
Compensation expense | $ 198 | $ 129 | $ 240 | $ 239 |
Unrecognized compensation cost | $ 1,337 | $ 1,337 | ||
Compensation cost not yet recognized, period for recognition | 2 years 1 month 24 days | |||
Performance Stock | 2018 Omnibus Incentive Plan | Charah Management LLC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance goal weight | 50.00% | 50.00% |
Stock_Unit Based Compensation_2
Stock/Unit Based Compensation - Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Shares | |||
Beginning balance (in shares) | 1,434 | ||
Granted (in shares) | 736 | ||
Forfeited (in shares) | (102) | ||
Vested (in shares) | (535) | ||
Ending balance (in shares) | 1,533 | 1,533 | 1,434 |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 4.74 | ||
Granted (in dollars per share) | 5.20 | ||
Forfeited (in dollars per share) | 6.45 | ||
Vested (in dollars per share) | 5.88 | ||
Ending balance (in dollars per share) | $ 4.46 | $ 4.46 | $ 4.74 |
Weighted Average Remaining Contractual Terms (Years) | 1 year 6 months 14 days | 1 year 25 days | |
Aggregate Intrinsic Value | $ 7,741 | $ 7,741 | $ 4,116 |
Restricted Stock | |||
Shares | |||
Beginning balance (in shares) | 981 | ||
Forfeited (in shares) | (62) | ||
Vested (in shares) | (535) | ||
Ending balance (in shares) | 885 | 885 | 981 |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 5.08 | ||
Granted (in dollars per share) | 5.41 | ||
Forfeited (in dollars per share) | 7.54 | ||
Vested (in dollars per share) | 5.88 | ||
Ending balance (in dollars per share) | $ 4.62 | $ 4.62 | $ 5.08 |
Weighted Average Remaining Contractual Terms (Years) | 1 year 4 months 17 days | 9 months 14 days | |
Aggregate Intrinsic Value | $ 4,471 | $ 4,471 | $ 2,817 |
Performance Stock | |||
Shares | |||
Beginning balance (in shares) | 453 | ||
Granted (in shares) | 235 | 235 | |
Forfeited (in shares) | (40) | ||
Vested (in shares) | 0 | ||
Ending balance (in shares) | 648 | 648 | 453 |
Weighted-Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 4.02 | ||
Granted (in dollars per share) | 4.74 | ||
Forfeited (in dollars per share) | 4.76 | ||
Vested (in dollars per share) | 0 | ||
Ending balance (in dollars per share) | $ 4.24 | $ 4.24 | $ 4.02 |
Weighted Average Remaining Contractual Terms (Years) | 1 year 9 months 3 days | 1 year 8 months 4 days | |
Aggregate Intrinsic Value | $ 3,270 | $ 3,270 | $ 1,299 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 72 | $ 0 | $ 229 | $ 0 | |
Effective tax rate | 27.60% | ||||
Statutory tax rate | 21.00% | ||||
Statutory tax rate prior to valuation allowance | 5.00% | ||||
Deferred tax liabilities | $ 597 | $ 597 | $ 368 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Loss from continuing operations, net of tax and non-controlling interest | $ (4,166) | $ (7,313) | $ (5,453) | $ (24,606) |
Deemed and imputed dividends on Series A Preferred Stock | (148) | (167) | (295) | (167) |
Series A Preferred Stock dividends | (2,148) | (858) | (4,215) | (969) |
Net loss from continuing operations attributable to common stockholders | (6,462) | (8,338) | (9,963) | (25,742) |
Net income from discontinued operations | 0 | 3,777 | 0 | 6,820 |
Net loss attributable to common stockholders | $ (6,462) | $ (4,561) | $ (9,963) | $ (18,922) |
Denominator: | ||||
Weighted-average shares outstanding (in shares) | 30,450 | 29,927 | 30,282 | 29,785 |
Dilutive share-based awards (in shares) | 0 | 0 | 0 | 0 |
Total weighted average shares outstanding, including dilutive shares (in shares) | 30,450 | 29,927 | 30,282 | 29,785 |
Net loss from continuing operations per common share | ||||
Basic (in dollars per share) | $ (0.21) | $ (0.28) | $ (0.33) | $ (0.86) |
Diluted (in dollars per share) | (0.21) | (0.28) | (0.33) | (0.86) |
Net income from discontinued operations per common share | ||||
Basic (in dollars per share) | 0 | 0.13 | 0 | 0.23 |
Diluted (in dollars per share) | 0 | 0.13 | 0 | 0.23 |
Net loss attributable to common stockholders per common share | ||||
Basic (in dollars per share) | (0.21) | (0.15) | (0.33) | (0.64) |
Diluted (in dollars per share) | $ (0.21) | $ (0.15) | $ (0.33) | $ (0.64) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive restricted and performance stock units (in shares) | 12,018 | 10,884 | 11,903 | 6,947 |
Anti-dilutive restricted and performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive restricted and performance stock units (in shares) | 1,285 | 1,440 | 1,338 | 1,400 |
Anti-dilutive Series A Preferred Stock convertible into common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive restricted and performance stock units (in shares) | 10,733 | 9,444 | 10,565 | 5,547 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Private Placement $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 06, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Sale of stock, (in dollars per share) | $ / shares | $ 4.50 |
Sale of Stock, number of shares issued in transaction (in shares) | shares | 2,889 |
Proceeds from private placement | $ | $ 13,000 |